Fear of Death
by BadWriter9001
Summary: An incredibly old and powerful being chooses to re-enter society out of a desire to do some good, but this is far from the first time she's attempted to do so. Will she be able to overcome centuries worth of bad experiences and her own insecurities, or will she retreat to the comfort of solitude. May contain lemon in the future, but much like the show, is focused on the plot.
1. Chapter 1

Dark shadows pour from the rooftops, falling upon the screaming crowd one after the other. The monochrome of the scene is broken only by the yellow of fire, and the red of blood. Oh and the creatures eyes too, apparently monsters eyes glow. I thought they just made that crap up in the horror stories to make it more exiting or something. Nearby shouts that I can't make out reach my ears as a woman's hand grabs my wrist and drags my field of vision away from the scene. I stumble after them taking in new information. A man runs in front of us carrying a crying baby in his arms. Is this supposed to be my father? Then that would make the child my baby brother… and the woman frantically pulling me along my mother.

Then it feels as if time skips forward. I'm staring at my mother's corpse, her head crushed by a fallen beam from a nearby house that's been completely levelled. My father's upper half is all that's visible from under the Grimm perched on top of him. The baby lies crying between us. I could probably still reach him before the creature is finished with my father, but instead I turn around and run without hesitation. Only one thought is going through my mind. "I don't want to die. I don't want to die. I don't want to die."

Another time skip, and I'm standing in the middle of the town square, completely cut off on all sides by beowolves. That is what they call them, right? I swing around rapidly looking for even the slightest opening that I might be able to escape through. That same singular thought running through my mind "I don't want to die". Seeing no escape I sink to my knees, and as the creatures descend upon me I bury my face in my hands. "I DON'T WANT TO DIE!"

… Silence…

I open my eyes taking in the scene before me. The monsters are all stopped in place twitching as the life leaves them (if you could even call whatever force animates a Grimm "life") pierced all over by dozens of thin red spears.

…coming from me…

The "spears" rapidly retract into my body with a wet, organic sliding sound, and I feel like I've just run a mile. But the screams of the dying are still ringing out in the distance, and at the moment I don't have time to be exhausted, or to even think about what I just did. I make a beeline for the edge of town, and don't stop running until I pass out. "I don't want to die. I don't want to die. I don't want…."

…

"…will be stopping at the Vale….. please stay clear of the entrance ramp, and…. Will be the final stop before Beacon. All long distance travellers please make sure to pack your belongings before arrival. Thank you."

Ah. The PA system on the airship. I must have slept through the wake-up announcement. That dream… you'd think watching your family die would provoke a more dramatic wake up, like with a "GYAAHHHH!" while clutching at the air above me, followed by curling up into a literal ball of angst and crying myself awake, but I'm a long way past that now. I'm basically a walking talking example of how time heals all wounds.

"…That was the day I discovered my semblance" I mutter to myself. Honestly, that's the part of the dream that stuck with me the most. They say your semblance is like a window into your soul. I have the ability to alter my own biological structure at will. I can change any cell in my body into whatever is needed at the time, and move them around to suit my needs. You might be wondering how that has anything to do with my soul, or whatever. See, because I have full control over my own body, my semblance has a handy dandy little side-effect.

I don't age.

And if my little flashback from earlier hasn't clued you in yet, 'not wanting to die' is kind of a big deal to me. I tried researching it once, apparently aging happens because of 'telomeres' in your DNA or something. I assume that they are repaired whenever my cells revert to their normal state, but your guess is as good as mine. Anyway I tend to have that dream a lot whenever I try to re-enter society. I think it's supposed to be a reminder of the inherent dangers of being around other people. A thousand years and I'm still paranoid…

I wander half-heartedly into the bathroom and perform a little ritual that stuck with me over the centuries. I look myself up and down in the mirror and I try to alter my appearance. It's not that I'm UNattractive, but a little self-consciousness is par for the course for any girl, even one that's lived for over a millennia.

I'm a little short for girls my (apparent) age, with straight black hair down past my shoulders, and dark green eyes. My figure is… modest. Honestly, all these years and I still get self-conscious about my chest. At least my butt game is on point…

I start trying to add mass to my chest but the results are… grotesque… as usual. My natural state is the only form I can take that looks remotely human. Apparently the human form is impossible for me to mimic. (trust me, I've tried. A LOT. If it were possible, I'd have figured it out by now.) Doesn't stop me from trying my luck every morning though.

I start getting ready for the day. I inspect my weapon "Rogues Arsenal". For the longest time I didn't have a weapon, but one too many close calls with human opponents has taught me that blades made of bone break when you hit them with metal.

Rogues Arsenal is a metal frame designed to fit in the upper half of my torso. It's a weapon rack that holds dozens of curved blades of various sizes, a pouch full of metal darts, and a modest selection of small armour plates. The design is entirely practical. There are no mechanical parts at all, or even any grips for the blades. After all, I don't need a grip. Just a tang with two holes in it. The metal I chose is a slightly darker grey, and extremely hard. It's very heavy, and cost me a fortune, but it was well worth it.

I open up a cavity in my chest and absorb the weapon into my torso. I twist around for a minute allowing my mass to redistribute and settle and re-familiarize myself with its weight. I pick up my only other worldly possession, a plain white dress, and contemplate whether or not to wear it today… since I'll be arriving at beacon, and I don't know if there will be combat right off the bat, I decide against it, folding it up and inserting it into a compartment in Rogues Arsenal.

Normally during day-to-day activities I wear the dress over utilitarian sportswear I fashion from my own body. It's a sports bra and short shorts made from a tendon-like substance I developed just for that purpose. They look like normal sportswear… from a distance… During combat real clothes are a liability. With my semblance, I tend to drop my aura more than would be safe for most huntsmen. My body can take the hit, my clothes cannot.

Today I'm going for something a little more practical. I materialize a dark grey trench coat made from a dense leather-like substance. Armor plates from Rogues Arsenal adorn various strategic points over my chest and shoulders. I'm lowkey proud of this particular skill. I can't make human body parts to save my life (aside for my natural state) but I CAN make semi-passable clothing. Provided they're made of leather… or tendons…

I call this "Armor Form". It sacrifices offense for defense. Since the leather is very demanding of biomass, I don't have as much available to create weaponry.

Well, since that's all of my possessions, I'm all "packed". I take one more quick look at myself in the mirror before I open the door and step out to face the day. 

**Phew. Jesus Christ you can get paranoid about proofreading when you know something is going to get seen by other people. This is first attempt at writing something intended for other peoples eyes. (outside of school I guess) Hopefully the cringe is minimal. Please don't pull punches with the criticism, I need all I can get.**

 **For anyone who cares, this characters semblance is heavily inspired by 'prototype', and 'armor form' is based on Hit from 'Dragon Ball Super.**


	2. Chapter 2

Damn. I've gotten myself so worked up about this whole ordeal that I couldn't get to sleep last night, and now I've woken up late. The halls are full of people and I've had no time to psyche myself up. What's worse is the majority of this year's new students have just boarded. Most of the students at Beacon come from Vale itself, whereas others (like myself) who hail from the coastal cities, have been on this ship for a few days, hence why we have assigned rooms.

I keep my head down and make my way to the main deck. Hopefully the view will distract me from the people I'm surrounded by. I take in the sight before me. Beacon can be seen in the distance, along with a stunning vista of mountains and forests. I try to recall how this place looked a few centuries ago… I think that mountain is a little shorter than it used to be… Was that river always there? Living as I do makes you really appreciate these things.

I sigh to myself. I can't keep putting it off like this. I know I need to actually talk to the other students at some point, but past experience is still holding me back. I can't tell you how many times I've heard the phrase "Nice to meet you!" only to hear "Get away from me you monster!" once they see the real me. But if I'm going to become a huntress, I won't have a choice. I'll have to work with others, it's unavoidable. I turn away from the window before I can change my mind.

I start to look around for someone to talk to. My eyes land on a girl about my size wearing a red hood. She looks just as uncomfortable as me, maybe we'll get along? I start to make my way towards her before a golden blur speeds past me and adheres itself to my target before I have a chance to react.

"I can't believe my baby sister is going to Beacon with me! This is the best day EVER!"

…Oh hell no. Nope. Not with blondie there. Way too much energy. I can already tell she's the type to continue to try and make small talk even when you clearly don't want any part of it. I turn on my heel and walk towards the middle of the deck. My eyes lock with a big guy in heavy armor. He's hefting a mace over his shoulder trying to look tough. He says a few words to the guy next to him and starts walking towards me with what may be the douchiest swagger I've ever seen. No. No. Seriously? The last thing I need is to be hit on by dude-bro over there. Before I can react though I'm accosted by what can only be described as the human embodiment of pinkness.

"Hey hey! What are you doing all by yourself over here! There's just SOOO many fun people all around you know, you should be making friends! Lets be friends!"

…If anything could make me want to die, this would be it. This girl hasn't taken a breath since we met. I'm starting to wish I had taken my chances with blondie and her sister. Still, she HAS provided me with an escape route from Captain Hammertime, I suppose I should be thankful for that. She grabs my arm and starts tugging me towards the back of the ship.

"Let's go find Ren, I ditched him earlier to get to the coffee machine, He's such a stick in the mud. Oh right, he's my friend, did I mention that? Ahh! Silly me, I haven't even told you my name! I'm Nora, who are you?"

Shit, she stopped talking. I'm supposed to respond here, wait what did she say? My name? Oh right I have one of those.

"aa…ah it's… S-Sylvia…" I mumble, my eyes darting around like a mouse in cage.

Jesus Christ I couldn't sound more awkward if I tried.

"Coolsies, can I just call you Sylvie? Seriously where is Ren at?" she continues, completely ignoring my pregnant pauses and launching straight back into her motor-mouth routine.

…roll with it.

After a minute or so of solid rambling and being pulled all over the ship, Nora finally spots the man of the hour and drags me over to him.

"Ren! Look I made a friend! Go on, introduce yourselves!" she says, unceremoniously shoving me towards him.

"Lie Ren." He exclaims with a blank stare.

"I-Im… Sylvia…" I respond, realising that my name is literally all I've said since this whole ordeal began.

"So it is." He exclaims with a nod.

"…"

Kill me now. I suddenly appreciate Nora's blathering a whole lot more, because at least while she's talking there's no awkward silence. As if reading my mind she launches right back into her routine, and the tension dissipates… a bit. After thirty seconds or so Nora approaches the window and excitedly starts pointing out whatever catches her eye, and Ren decides to take the opportunity while we can hear ourselves think to approach me.

"Is she bothering you?" He asks, a look of concern creeping onto his face.

"Huh?... H-How do you mean?..." Pretty sure I know exactly what he means.

"You just seem… On edge." Of course I do.

"N-No… I mean… W-Well, yes but… we're going to be c-classmates right? I can't just… run away every… every time I get nervous." I must look like such a train-wreck right now, but Ren seems to understand what I'm saying and just nods his head.

"If it makes you feel any better, she's usually not quite this hyperactive. She only gets this way when she's had coffee." I recall what Nora said earlier about the coffee machine. The pieces are all falling into place.

I'm starting to really wish I'd gone for my dress today. The combination of my no-nonsense trench-coat, and the timid girl wearing it must look so stupid right now. I manage to calm down somewhat by the time we land at Beacon. Nora hasn't stopped talking the whole time, and Ren and me have just been standing in silence. In an ironic way, these two may have been the best people to run into. Neither of them are expecting me to make small-talk, or calling me out for my awkwardness. It's one saving grace of this whole ordeal that I appreciate, although now that I've found people I can get along with, I can't help but feel a little depressed. How are they going to react when they see me fight?

I'm barely paying attention as we land and disembark from the ship, content to just follow the dynamic duo and get lost in my own head. My thoughts wander off to the last time I spoke to other people. That's right, I was living in Mistral at the time. I had even gotten a job as a waitress in a small cafe. For several years things were all right, until people started noticing I wasn't aging…

Stop. Quit thinking like that. Things will be different this time. See, look that's a Faunus over there. Big fluffy tail, just walking around like anyone else. Faunus weren't even allowed in the cities last time. If they can be accepted, then surely I can too…

I suddenly become painfully aware of the huge crowd around me and try to make myself as inconspicuous as possible behind Ren and Nora. Looks like we've arrived at the assembly hall without me even realizing. The noise of the crowd dies off as the feedback from the microphone on stage plays through the speakers.

"I'll… keep this brief" Thank goodness.

"You have traveled here today in search of knowledge. To hone your craft and acquire new skills. And when you have finished you plan to dedicate your life to the protection of the people. But I look amongst you and all I see is wasted energy." … Ok that one hits a little too close to home…

I tune out the rest of the speech, even though it is as brief as promised, and part ways with Ren and Nora, spending the rest of the day familiarising myself with the school. This place is really quite odd. Compared to a regular school the student population is quite small, and yet the campus is so big. I've noticed there are a lot of places, like the entrance fountain area, that are entirely aesthetic. It seems strange because the headmaster didn't seem like the vain type. I wander casually past the fountain and sit on the edge of the cliff looking out upon the landscape.

I wonder what the school is going to be like? I never received any formal training before. All of my combat experience is self-taught and it's been a long time since I've fought anything I'd consider a threat. I wonder if there's anything I could possibly learn from this place? As my mind wanders from topic to topic, I'm dragged out of my reverie by a loud click sound from beside me. My head whips around and see a girl with a camera aimed at me, crouched a few meters away.

"Oh I'm sorry, I didn't mean to startle you. It's just that you had this really peaceful look… it was a great photo opportunity…"

I shake my head violently and drag myself away from the edge before I fall off. Not that it would hurt me, but I'd rather not climb back up a cliff today.

"I-It's ok…" I reply unconvincingly. I immediately withdraw into my usual fidgeting and avoiding eye contact, and I very nearly don't notice that the girl is a Faunus. She catches me staring at her ears, and a look of mild annoyance crosses her face. Shit, does she think I have a problem with her because she's a Faunus?

"S-Sorry… I've just never met… a F-Faunus before…" That's not entirely true. I've had run-ins with tribal Faunus centuries ago, but never met one since they joined civilisation. She doesn't have to know that though.

"Oh, really? Sorry… you were just so nervous around me, I thought you had… you know… a problem with it" she says, scratching at an ear nervously. She totally had me pegged as a racist… I shake my head and clarify;

"No, I'm… K-Kinda just like this… around everyone…"

"I see…"… awkward silence. Damn, she might be almost as socially awkward as me. Fortunately I spot a topic of potential conversation.

"C-Can I see?"

"Huh?" She instinctively reaches for her ears. She thought I was talking about her ears? Jesus Christ Sylvia, you're really on fire today.

"I m-m-meant… your p-photo's…" I stammer in an attempt to salvage some sliver of my dignity.

"Oh! Right…" she hastily turns her camera back on and steps over to me. The image on the screen is naturally the one she just took. She's right, it really was a picture perfect moment. But there's something just ever so slightly off about the image, I can't quite put my finger on.

She clicks over to the next image. It's a landscape shot of the vista I was just admiring. The next few shots are all the same view from different angles, and what I assume is different lenses.

"D-Do you like the view?" I ask looking up at her with curiosity.

"I suppose so. I don't get to do too many landscape shots, so I like to come to this spot sometimes when I have free time."

"I-I really like… Looking at views like this… I was travelling a lot before I c-came here. I-It helps me relax…" she give a nod in response and continues clicking through. The next few photos are of people… wait… is she taking pictures of guys butts? Dammit, she swings that way. And here I thought I had a shot. I'm kind of surprised she isn't embarrassed to show me that though... after a few minutes of this the girl speaks up.

"Well, it's been nice talking to you, but my team will be waiting for me back in my dorm room."

"R-Right… I guess I should get back too…" we start walking back to the building together. Something occurs to me…

"Your dorm room… S-So that means… you're not a first year?"

"Second year I guess, starting today. And I haven't seen you before, so I can assume you're a first year?" I nod in reply. I won't lie, I was kind of hoping to be on a team with her.

"Oh I just realized I forgot to even ask for your name! I'm Velvet Scarlatina."

"I-I'm Sylvia…"

"Don't have a last name?" I shake my head at that. She frowns for a moment, no doubt wondering why that might be, but respect for my privacy takes over and she doesn't question it. She probably assumes I'm an orphan, which I suppose in a way isn't too far from the truth. In reality I simply can't remember.

"Well… It was nice to meet you Sylvia. Maybe we'll see each other around?" I give her a nod and a small smile. Hopefully that's enough to convince her that despite my nerves, I did genuinely enjoy talking to her. We wave to each other before heading to our respective destinations. She enters the dormitories, while I make my way to the ballroom.

I quickly find Nora on the girl's side of the room. She's already set up a sleeping bag on the floor and I hasten to do the same while she regales me with the tale of her adventures today. I strongly suspect it's been exaggerated for my benefit, but I'm not exactly going to call her out on it. After an hour or so of conversation, and yes it was conversation this time, now that Nora has come down from her coffee high I can actually get a word in every now and then. (Ren wasn't kidding.) I eventually get to sleep, dreading the coming initiation, but just before I nod off I realize why that photo Velvet took seemed so strange to me back then. I've never seen a photo of myself before. That's right, last time I was part of society the camera hadn't been invented yet…

 **Man, having your shit seen my other people is kinda cool! But seriously, the few of you who saw fit to follow this, I really appreciate it. It makes me feel like this is worth continuing.**

 **Bit of a different chapter here, last time we got a rundown of what this character is capable of, and this time we got to see a bit more of her personality. Next chapter we'll get to see her in action.**

 **Since I'm aware that fanfics where a single OC is just added to the existing canon tend to be boring, I intend to go about this in a slightly different way. You probably won't see much of team RWBY themselves, instead I'll be focusing on Sylvia and her interactions with the characters she's met so far. (as well as others I have planned for the future.) As for how much this is going to stick to the canon, that's a secret :3 You'll just have to keep reading to find out. (hint hint, nudge nudge, please follow, your views are my oxygen.)**


	3. Chapter 3

"I can't believe we've been at Beacon for a full 24 hours! Not that I thought we'd get kicked out or anything, I mean you're the perfect student, and Sylvie here is just so precious, who could kick this face anywhere?" She's pinching my cheeks and turning me to face Ren as if to demonstrate said preciousness. I was not prepared to deal with this today…

As the two of them head to take a shower, I part ways with them to prepare myself in private. I take the time to clean my blades, which I'm probably overdoing at this point. I've been compulsively maintaining my equipment ever since I boarded the ship. I conclude the routine by setting the weapon in my chest and switching to armour form, but this time I decide to take a few practice swings at the air to warm up before initiation begins.

I feel a familiar wriggling sensation in my chest as I reach for one of the larger blades and the tendrils of muscle wrap themselves around the tang of the weapon. I reach out my arm as the blade slides down its length and emerges from the back of my wrist. A single claw-like appendage, a little longer than my forearm. I repeat the process on the other side and start carving away at the air in front of me. I take a few seconds to enjoy the rush of physical activity as the dense muscle of my arms expands and contracts. Before I put my blades away, I take a moment to inspect the tangled lump of flesh that connects the weapon to my wrist. I'd rather people don't see that any time soon, but I realise I'm only delaying the inevitable. Something tells me Nora won't think I'm quite so 'precious'.

As I walk through the locker room observing the antics of the students, I recall what I learned from a teacher yesterday. Students will be organised into pairs during initiation, and then into teams of four afterwards. The selection process however is still a mystery to me. Naturally Ren and Nora are going to want to pair up right away, I mean from what I gather they've known each other forever. It would be presumptuous of me to try and pair up with one of them right away, they've only known me for a day…

Which means if I'm going to be on a team with them, I'll have to pair up with someone else, and then with any luck get paired up with them afterwards. I'm already panicking. What if I don't get along with the person I get paired up with? What if they have people they want to be on a team with just as much as me? Oh god, what if my whole team hates me…

I'm still a bundle of nerves by the time I make it to the gathering point. We're standing on top of a cliff face, with a line of metal plates along the edge. Ozpin asks us to each take a square, and we step forward onto the panels as he starts his spiel. I tune in as the teacher next to him speaks up.

"Now, I'm sure many of you have heard rumours about the assignment of teams. Well, allow us to put an end to your confusion. Each of you will be given teammates... today." I knew as much already. Ozpin continues.

"These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well. That being said, the first person you make eye contact with after landing will be your partner for the next four years."… I feel like I just died a little inside, and involuntarily blurt out;

"What!?" as another girl further down the line says the same thing as me in perfect unison. Glad to see I'm not the only one who thinks this is an asinine way to do this. How the hell are they going to choose the final teams, rock paper scissors?

The rest of the explanation is as quick as the entrance speech, only this time I'm not quite as thankful for Ozpins penchant for brevity. I'm not prepared for this. We are to reach some kind of ruin, take some kind of relic and then bring it back here. Simple enough. Before I know it the platforms have started launching students into the forest. I wonder if I can memorise where someone's landed, then try to get to them before anyone else. That girl who shouted in unison with me before… Is she the same girl I saw on the ship? But she had a sister right? If I partner with her, then she's going to want to be on the same team as her sister, and my plan to team up with Ren and Nora will be ruined!

I run out of time to think as I'm flung into the air. My head whips around trying to take stock of where everybody is. There's Ren and Nora... They're already near each other. Oh god Velvet why did you have to be a second year. Suddenly I feel myself dropping… Hang on, why am I falling behind everyone else?... I don't have time to ponder further as the ground is already approaching me. All I have time to do is curl up as I literally cannonball into the dirt. Zero style points. We're off to a great start.

I take a moment to let my ruptured organs and broken bones pull themselves together. Why did I drop so quickly there…? Was my platform faulty? Then the answer comes to me. Of course. They never weighed us before initiation, they must have just eyeballed how heavy we look, and set the power on the launchers based on that. And naturally I'm far heavier than I look, I have a huge lump of metal in my chest.

As I stand up and brush myself off I realise I've landed way too far away from anyone else to even consider a planned encounter. I resign myself to the fact that I'm stuck with whoever is left after everyone else is partnered up. I bring out my blades once again and start jogging in roughly the direction I'm supposed to be going.

It's not long before I run into an enemy. Ursa. Three of them. As the first one charges me I lower myself into a crouch, sending tendrils into the ground through my feet to anchor myself, and just let the creatures clawed paw slam into my chest. Damage is negligible, I use the opening to gouge out the thing's throat, bringing it down in an instant. The next one is a little more wary, circling around the now evaporating body of its comrade, it takes quick rapid slashes at my face. I effortlessly duck them and throw a mean uppercut, followed by a jumping slash to remove both its hands, leaving its head open. I finish it off, sending a right hook to the face his way.

The last one takes the hint and plays defensively, but it makes no difference. I descend upon it with a violent combo of slashes. Left, right, left, right. In a matter of seconds the creature is left in ribbons, and I'm left standing in a clearing surrounded by rising black smoke. You know I may not like the stigma of being a monster, but I'll be damned if playing the part isn't cathartic.

A moment later I can hear growls of more Ursa a little further ahead. I guess this wasn't the whole pack. I walk through the brush towards the noise, and that's when I spot him. That guy from the ship. What did I call him? "Captain Hammertime"? Yeah, no. I'm not partnering up with him. It doesn't seem to be an issue though either way, since he's already fighting alongside one of the other guys I saw him with before. They seem to be struggling with two Ursa of their own. Hah. Please tell me this isn't the standard set by all the students here? Wait… why did I run into them here… are… they going in exactly the wrong direction?... I shake my head at the sheer incompetence, and wait until it seems like they have the situation under control before circling around them and continuing on my way.

It isn't until several minutes later that I realise I've gotten lost myself. I decide to climb the largest tree nearby to get my bearings. When I reach the top, I realise that after the Ursa incident earlier, I must have veered off to the right a little, based on the location of the cliff face we came from. I spot a promising clearing against the opposite cliff face that I'm convinced must contain the ruins, but before I can jump down and continue on my way, I spot another clearing tucked away further to the right. The shape of the cliff face just looks unnatural… Trust me, I've seen enough nature to know what's natural. My curiosity is piqued and I decide to check it out first.

The tree's begin to thin out as they're replace by rocky crags. No matter how you look at it, these kinds of rock formations don't bunch together in this way. What on earth cou-

My thoughts are cut off by a dark shape rapidly descending upon me. I try to backstep out of the way, but my armour slows me down too much, and the enormous claw gouges half my face off. Shit, I've lost binocular vision. I don't have time to get my bearings though, so I dig in and kick off towards a nearby gap in the rocks. I duck and weave through the closely spaced rocks focusing my energy on regenerating my eye, and as I risk a glance over my shoulder, I catch enough of a glimpse of the beast to know what it is.

Almost two stories tall, with a thick black mane, a bright yellow stinger and underdeveloped wings. That's a manticore! What the hell?! You only find them south of Vacuo, what on remnant is one doing HERE. It's a huge one too. I stop looking for a moment and realise I've just ran out of cover. I barely have time to raise my arms, reversing the blades on my wrists so they lay flat on my forearms, I block the beasts claw as it attempts to flatten me. Tough luck buddy. I don't get ground into the dirt, the dirt gets ground under me.

Dammit, this armour makes me too slow. It does provide good protection, but practically speaking all it's really good for is not scaring people off quite as much. If I ran now I'm certain I can outpace a manticore, but what if it follows me to the other students? I don't care how much better they may or may not be to the lads from earlier, they can't take down a Grimm this powerful. I really have no choice but to kill it here and now. And nobody is watching me…

A sound comparable to spaghetti being kneaded fills my ears as the armour on my body dissolves and gets absorbed into my skin, the familiar freedom of my sportswear taking its place. I direct the flow of cells towards my arms and retrieve the other two large blades from my chest in the process. My hands break apart and the blades align themselves one above the other. By arranging them this way I can create a single longer blade on each hand. This form boasts superior speed, reach and power compared to armour form. I call it "blade form"… ok yeah, it's not exactly creative, but it does the job.

The manticore is getting frustrated at this point now that it can't even hit me, and it doesn't help that I'm slashing away at the tendons in its legs. It switches up tactics and starts thrashing around, just trying to hit everything in the area. Not a bad move, as its tail whips around before I can dodge. Unfortunately for him, I'm able to raise my blade fast enough to block the swing and all it does is knock me backwards.

Time to finish this. Predictably, now that I'm at a distance it swings its tail down at me and I jump up letting it get stuck in the ground as I slice it off with one brutal scissor motion. As it reels in pain I take the opportunity to maim both its front paws, then slash across its face to blind it. Now there's nothing to stop me from landing the coup de grace. I leap up against one of the larger crags nearby, latching onto the side with my feet and direct extra muscle into my legs. I kick off with enough force to shatter the rock and dive blade first into the creatures skull, finishing it off for good.

I stand there and watch as the black smoke billows skyward, my breath a little heavier than before. A moment later I hear clapping coming from behind me. The comforting tension of battle is replaced by the not-so-comforting tension of social interaction as I slowly turn to see a familiar face.

Ospin?

 **For anyone curious, Rogue's Arsenal is comprised of 4 long blades (about 2 feet) 10 medium sized blades (a little over one foot) 24 small blades (just over half a foot) and 6 armor plates. (plus the darts we have yet to see.)**

 **The manticore fight serves to illustrate just how absurdly overpowered Sylvia is. It's comparable to the nuckelavee in volume 4 in terms of power. The real question at this point is how will Ozpin react now that he knows what she can do? Find out next time on DRAGON BALL Z!**


	4. Chapter 4

I nervously sip at the tea cupped tightly in both hands as if it was about to spill any moment as the enigmatic principal takes a seat across from me. My mind can't help but race, worried that I'd somehow failed initiation, but the fact that we're seated at a tea table in the school gardens somewhat baffles me. I just can't get a read on this guy. He pours himself a cup and takes a sip before speaking up.

"Since I'm sure you're worried about why I suddenly pulled you out of initiation like that, let me take a moment to put your mind at ease. You have most certainly not failed Miss Sylvia." He's read me too well. My mind is, as he said, at least a little more at ease.

"I was going to meet you at the ruins and simply explain everything to you there, but circumstances have led me to opt for a more… comfortable venue to speak with you. First of all there were an odd number of students who passed the entrance exam this year. The main reason I am speaking to you now Miss Sylvia, is that you were the odd student out once everyone else had paired up in the forest. What this means is that we cannot assign you to a team." I'm not quite sure how to feel about that. On one hand I don't have to deal with being placed in a team I can't stand, but on the other I'm stuck being the loner once again.

"W-What exactly… does that mean f-for me?"

"What it means is that you'll be on the reserves. You will be assigned a room in the reserve dorms, and whenever team-based assignments come up, you will have to join in with one of the other teams, or work alone depending on the circumstances. Do you understand"

"I-I think so…" I wonder why I had never heard of the reserves before? It makes sense because there's no guarantee the number of attending students will always be divisible by four.

"Unfortunately what this also means is that you won't be able to participate in the Vytal festival tournament later this year, unless you can find a spot as a replacement for another team." I just nod my head at this. It's probably for the best anyway, there's no way I could fight in front of all those people. Plus I'd crush everyone, it'd be no fun. Ozpin takes another long sip and continues."

"So, with that out of the way, there is another matter to discuss. The Grimm you dealt with right before I brought you back here." Of course.

"T-The manticore…" Ozpin raises his eyebrows at that statement. Dammit, a slip of the tongue. A first year shouldn't be familiar with that species."

I-I… travelled… a lot… b-before now…" I stammer, hoping my explanation is sufficient. Even though it isn't exactly a lie, it just isn't quite the whole truth. He doesn't look convinced, but decides not to press the issue.

"Anyway, as you may or may not be aware, myself and Professor Goodwitch keep an eye on all the students participating in initiation through unmanned drones donated to us by Atlus."… shit. I had no idea. And here I was thinking nobody was around, Ozpin was watching the whole time.

"I would like to extend my sincerest apologies. Even though you clearly had no difficulty with it, such a creature should never have been present for a first year exercise. We always send a team of experienced huntsmen and huntresses through the forest to ensure threats like that are not present before sending new students in, but this time they must have overlooked it. It is a serious oversight that should never have happened. Rest assured, the team in question will be reprimanded" Before thinking, I shake my head.

"N-No, they c-couldn't have known…" This statement earns me another raised eyebrow. Dammit Sylvia, think before you speak. Oh well, in for a penny…

"M-Manticores… are solo hunters… and they prefer s-solo targets… it would have avoided your team… t-that's why… they arrange the rocks like that… t-to create… the perfect ambush… " Ozpin looks genuinely shocked that I know all this. If he wasn't suspicious before, he definitely is now. It probably doesn't matter either way, I doubt I can keep my past a secret from him forever.

"Nevertheless, your performance against it was exemplary. Far exceeding the scores in your entrance exam. In fact, I have a sneaking suspicion that if we were to grade you based on your performance today, you would have set a new record for this school." He says with a hint of a sly grin on his face, before leaning back in his chair and sipping on his tea. Damn, this guy just has a way of putting you at ease when you speak to him. I'm starting to wonder if he spiked the tea with some sort of trust serum… All I can do is look down at my cup sheepishly. He places his own on the table and leans forward, looking at me with an expression somewhere between concern and seriousness.

"Look. I am proud to run a school that accepts the best of the best. And as a huntsman, it is my job to protect the people to the best of my ability. Sylvia, I have no doubt you have the potential to be one of the greatest huntresses to ever come out of this school. If there is anything I should know about you in order to help you better yourself here in beacon, I want you to know you can trust me with that information. I would also like to offer to train you personally if you'd like." That's a lot to take in all at once. It takes me a while before I speak up.

"I….. think I need more time t-to decide… I-Is that ok?.." he simply nods his head at that before he stands up and starts putting away the tea set.

"I completely understand Miss Sylvia. Take all the time you need. But please keep in mind these personal lessons are something I've only ever offered one other student. Please do not take this decision lightly." No pressure or anything.

"Oh and before I let you go, there are just a few small matters I'd like to get out of the way." He reaches into a jacket pocket and pulls out a scroll, handing it to me.

"Your application documents said you did not own a scroll, so the school will supply one for you. You'll find your room and locker numbers, and keys are already installed. I trust you can find them yourself?" I nod at this. The school isn't particularly big.

"Secondly, we will be holding the initiation ceremony this evening. It is customary to call teams one at a time to assign their respective team names and leaders. As a reserve student, you may choose whether or not to participate in proceedings. I take it you'd like to opt out?" He takes it correctly. I nod my head once again. It makes sense, I can't imagine many people relishing the idea of being called up on stage to be singled out for how much of a loner they are.

"And lastly, I meet with each teams leader once a fortnight so that I may ensure everyone's education is going smoothly. As a reserve student, I will need to meet with you too. You can find the schedule in your scroll." I nod my head a third time, before he excuses himself.

"Very well Miss Sylvie, that will be all. Please take some time to think about what I've said. If you have anything to tell me, please don't hesitate to do so." He takes the tea set and strolls back to the main building while I stay seated at the table, contemplating the conversation I just had.

First of all when he spoke to me in the forest, he didn't mention my semblance once. In fact he barely even acknowledged it. In all my years I don't think that's ever happened to me before. He never once treated me like a monster, in fact he actually sees me as an asset. Even going so far as to offer me personal tutoring.

But at the same time the man is so enigmatic. I still don't know if I can trust him yet. I can count the number of people I've told my secret to on one hand, so it's going to take a little more than a single conversation over some tea to win me over. Lost in my own thoughts I make my way towards the dorms and look for my room.

That evening I find myself standing amongst a crowd of students and proud parents here to support their kids at their team initiation. As promised, my name is not called. Ren and Nora have been partnered up with a tall blonde boy, and a fiery redhead, neither of whom I recognise. Somehow Captain Hammertime, or as I now know him "Cardin Winchester", has found himself to be the leader of his own team, despite his questionable performance in the forest. Not the only questionable choice for team leader that has been made today, because the girl in red has also been chosen as leader of a team comprised of some… intimidating… teammates, to say the least.

As the ceremony winds down and the attendees coalesce into their various friend/family groups, I wander outside the building for some fresh air and space from the crowds. I can't help but feel a little disappointed that I won't have a team, but at the same time I know it's for the best. I have my own one bedroom dorm in the reserve wing, and I know for a fact I'll need the privacy. The last thing I need is for three traumatized teenagers to watch me insert a goddamn weapon rack into my chest every morning. My mindless pondering is cut short by a familiar voice shouting from behind me.

"There you are Sylvie! I barely recognised you in that dress!" Says the girl in pink practically dragging her team along with her.

"I didn't see you at the ceremony, where were you!? I thought you'd got kicked out or something!"

"She's been like this for the past ten minutes." Ren interjects, looking just as exasperated at Nora's borderline unhealthy obsession with me as I am. I wonder if she's like this with everyone she's friends with, or if she's just latched on to me for whatever reason.

"I-I'm on the reserves…" I explain. "T-There was… one extra student this year… and I was the o-odd one out. O-Ozpin let me… sit out of the ceremony." Nora looks mortified. Apparently she isn't taking the news that I'm all alone quite as well as I have.

"Come to think of it I do remember reading that there were thirteen applicants this year." The redhead ponders.

"T-That's so sad…" Nora whimpers with an almost comically teary look in her eyes. "Well that settles it then! You're hanging out with us tonight! We were going to eat out in the city to get to know our each other, and you're coming with! I won't take no for an answer!" She's surprisingly adamant on this point, but I have no reason to refuse.

"O-Ok… I-If it's no trouble…" I turn a questioning eye on the rest of the team.

"Sounds good to me! My mom always said the more the merrier!" The upbeat blonde weighs in on the topic. Ren and the redhead simply nod their head in consent, and before I know it Nora is somehow dragging the four of us at once towards a shuttle bus parked at the pier.

Somehow I feel like I could get used to this…

 **So yeah, it took me a little while longer to come out with this chapter. I can't promise updates with any kind of schedule, I'm really just writing whenever I feel like it at the moment. Plus with the canon story opening up from here on out, I will need time to plan out how to organize the plot. I have a number of plot points I intend to cover over the course of volume 1 and 2, and I need to work out how to make it all fit into the existing canon.**

 **But I have some shitty cover art now, so I've got that going for me, which is nice. My drawing skills are questionable at the best of times, but I would ideally like to get some sketches done to give you guys an idea of what Sylvia and her various forms look like. (no promises, my drawing skill and motivation are both hit and miss) If any of you have a recommendation about how best to get those to you guys, feel free to tell me. At the moment a simple link to deviantart seems straightforward enough.**


	5. Chapter 5

I happily sip at my apple cider as my four companions exchange stories around the table, content to simply listen unless they speak to me directly. Fortunately none of them are bothered by my quiet nature, a fact that I'm immensely grateful for. Ren is almost as quiet as me, and Nora is used to dealing with him, so both of them seem to know my boundaries. The redhead, who I now know as Pyrrha, seems too polite to call me out, while the blonde by the name of Jaune, is too awkward to do so, content to engage with the more sociable members of the group.

In the pursuit of getting to know each other better we each talk about our pasts and our reasons for coming to Beacon. Ren and Nora were orphans who have been looking out for each other for as long as they can remember. Jaune has a big family with a history of being huntsmen and wants to continue down that path. Pyrrha is apparently a pretty big deal, having won a number of combat events and tournaments during combat school.

As for me, I give my prepared backstory, which as usual is a big fat half-truth. I tell them that like Ren and Nora I was an orphan, and I had to fend for myself growing up. I tell them I'm from Vacuo, even though I was born in Mistral, because Vacuo is where I've been living most recently before coming to beacon, and I figure that if I ever need to pretend I know about recent events, Vacuo is probably the easiest place for me to bullshit about. They ask me why my complexion is so pale if I'm from Vacuo, to which I use the excuse that my parents must have been born elsewhere.

I also tell them that in my most recent years I've been traveling all over, which should cover me if I happen to know anything I shouldn't. The only inaccurate part of that is the timeframe. I've gotten pretty good at constructing these backstories over the years. It's inevitable that the oddities of my behaviour, or the gaps in my knowledge, will reveal themselves over time, so it's important to cover for that in my backstory so that I don't arouse suspicion.

Fortunately you don't tend to see what you're not looking for, as Nora's eyes gradually fill with tears during my story.

"So you've been alone this whole time? Just wandering in the wild by yourself?"

"P-Pretty much… B-But people from Vacuo all h-have it pretty tough, s-so we're built for it…"

"But that's so sad! I can't even imagine having to rough it if I didn't have Ren!" I get the impression Nora would be wrapping me in a huge hug right now if there weren't a table physically blocking the way.

"Y-You get used to it, really…" And it's the truth too, you really do get used to it. But that doesn't mean I'm completely antisocial. I do genuinely enjoy being around other people, It's one of those things you don't realise you've been missing until you get it back.

My companions continue to shoot the shit until team leader plays the voice of reason, and decides we should probably get back so we aren't late on our first real school day. Pyrrha, who apparently comes from respectable wealth, decides the dinner is on her and pays the bill as we walk out of the restaurant. As Ren and Nora pull ahead, Jaune approaches me awkwardly.

"So… are you okay? It just seemed like… you didn't really want to be there…" He asks scratching the back of his head uncomfortably. He's asking the same thing Ren did when we first met, but I get the impression I'll need to spell it out for him. While Jaune is awkward, he's also relatively extroverted, and extroverted people really struggle to understand the mindset of people like me.

"N-No, I'm just shy… I-It's not like I don't like being around you guys, c-cause I do, even i-if I don't say much… I j-just wouldn't… want to do it all the time…" He doesn't look convinced. Figures, they're never convinced. I can't blame him though, he means well, he's just a little naïve. After an awkward silence I speak up again.

"Actually… do you think you can tell the others… t-to go on ahead? I-I need to pick up s-some school supplies before tomorrow."

"Huh? Oh… yeah sure." We wave to each other before I pull away from the group heading towards the shopping district. I'd have done this earlier, but until I got my scroll from Ozpin I didn't have any money. It's one of the reasons I chose to study at Beacon over the other academies. For students who are struggling to make ends meet, they give a weekly sum of lien. Because huntsmen and huntresses in training are the best of the best, Ozpin realises that some won't be able to support themselves and study at the same time. He wants to avoid their talent going to waste.

After getting lost several times, I finally bite the bullet and find a GPS online on my scroll that pointed me in the direction of the docks. There's only one newsagency open this late. As I meander through the deserted streets in search of the elusive store, I hear some strange arguing coming from the docks nearby. Curiosity gets the better of me and I wander over that way. Walking out from between the shipping containers, I stop in my tracks as I notice the scene in front of me.

A small unmarked truck is Idling on the platform surrounded by men in a strange uniform. Red on white. The symbol looks like the face of a bear or wolf? The men stand guard around the vehicle, but fortunately they seem to be extremely incompetent and don't see me before I'm able to slink back into the shadows. This is definitely some shady shit. Since I can't make out what's being said from this distance I close my eyes and focus hard on my inner ear, increasing the internal structure and thus improving my hearing. It's not a change I can maintain all the time because it's simply too dangerous. A loud enough noise can practically knock me out in this state. In fact the engine of that truck is already uncomfortable.

"… frankly doesn't MATTER what the damn thing does, I don't know what it does either! You're not payed to know, you're payed to do as I say! Get the damn thing in the truck!"

The voice is coming from a well-dressed ginger haired man in a bowler hat who's standing in front of an Atlas marked shipping container that appears to have its entire front panel melted off. Standing next to him with her arms crossed is a Faunus girl with dark auburn hair, long and slightly curly, and some kind of large furry ears. It's too difficult to make out from here what kind. Like the ginger, she isn't wearing the same uniform as the thugs all around, instead opting for some sort of black military fatigues.

Another group of thugs emerges from the container carrying some sort of huge machine. It's comprised of a control panel at the front as well as two coffin-like pods with glass fronts connected by thick black cables.

"It's about time our intelligence got something right." The Faunus girl sneers.

"Didn't I tell you sweetcheeks? I can personally vouch for this source, believe me, she's the best in the business" Retorts the ginger, practically dripping with sass. The girl just scoffs at that as the men load the device into the truck.

"Alright girly, we got your thing. And you just want this thing back at the warehouse?"

"No. This one needs to go elsewhere. I have an associate who needs to take a look at the machine." The man just sighs at this, and orders the thugs to get back in the truck as they prepare to depart.

It's at this moment that I realise I need to make a decision right now. I came to Beacon to fight dangerous people like this. To actually make a difference. I've seen it time and time again, the world goes through cycles. For a while there's peace, but the people grow complacent and the bad guys grow ambitious. All hell breaks loose, and then the people have to harden the fuck up and put the pieces back together. Rinse repeat every century. But what if I can interrupt the cycle? I've been training practically nonstop for over one thousand two hundred years now. That's what I thought when I made the decision to do this. I can make a difference.

Then I realise I left Rogues Arsenal back in my locker. I never intended to fight while in town, it was supposed to be a friendly post-initiation team bonding session and nothing more. And I have no idea what these guys are capable of. That Faunus girl looks particularly dangerous, and anything could go wrong while I'm outnumbered and fighting with bone weapons.

My cowardice and my heroism finally come to a compromise as I decide to tail the truck, rather than fight head-on. I quickly throw off my dress, shoving it hastily into my chest as I materialise my familiar trench coat, only this one is a little different. Naturally, without Rogues arsenal on hand I go without armour plates, but on top of that I've intentionally made this one thinner so as to avoid restricting my movement. I've also lengthened the sleeves and the leggings so as to cover more of my body, and manifested a kind of face mask to go full on ninja. I make a mental note to check myself out in the mirror after this, because I've never done this before. Probably look so badass right now... I'll call this "stealth form".

Without the huge weight in my chest, hopping from rooftop to rooftop is almost effortless. It takes about 20 minutes for the van to finally reach its destination and park in front of a nondescript building in one of the shadier parts of town. I take position on a rooftop across the road and enhance my hearing once again. I watch as the garage door to the building opens up and a balding man with thick glasses and a labcoat limps out, propping himself up on a cane. Beside him stands another Faunus girl. She looks to be related to the first, probably a sister or cousin. She wears the same fatigues, but her hair is more brown that auburn, and is cut short. She has a tail, rather than ears. The truck opens up and the thugs carry the device into the garage as the first Faunus girl speaks to the man impatiently.

"Well? Is this the right thing?" The man practically ignores her as he adjusts his glasses and inspects the device.

"Yes… Yes this is perfect…" Before he can go on the second girl cuts him off.

"Well what are we waiting for? Get it working!" The man sneers back at her.

"Girl, you have no idea how complex this machine is. You don't even know the specifics of what it does. It's going to take me some time to reconfigure it to do what we want. This has never been attempted before." The long haired girl throws up her arms and storms off into the building halfway through his sentence, and the other girl follows suit.

"Well, it's been just a treat running your little errands, but I have places to rob, things to steal, so if you don't mind…" The ginger says with a flourish of his hat before returning to the truck and driving off. The old man ignores him completely, simply hitting the switch for the garage door and getting to work on the machine.

It becomes clear to me that I've seen all I'm going to see here, so I proceed to enter this location into my scroll. I consider going after the truck again, but by the time I'm done fiddling with the GPS, I've already lost it. Curse my incompetence with technology.

I start to make my way back to the airport before the shuttle to beacon stops running. I've given up on picking up my school supplies for today, there's just not enough time left. My mind is still trying to process what I just witnessed. That was serious Atlas tech they just stole. And not just some weapon or bomb or something, it was some weird sci-fi pod bullshit. Whoever these guys are, they know what they're doing.

 **And so the plot thickens! Now we have some OC bad guys! Made some last minute plot decisions in this episode, for once it's starting to feel like this story has a solid foundation. I know what I want to explore, I know where this is going, I know how to get there, it's all great! I cannot wait for you guys to see what I have in store for Sylvia in the future, it's going to get crazy.**


	6. Chapter 6

The next few days are a blur. The change of pace is honestly a little draining. And I have to work harder than most, because I need to catch up on my recent history. I get the impression Professor Oobleck isn't going to like me very much. Professor Port on the other hand, seems to have taken a liking to me as my knowledge of Grimm is top notch. Whenever we have his class I find myself welcoming the change of pace, even if his grandiose storytelling feels like a waste of time. My appraisal of team RWBY as being a hotbed for difficult people is only confirmed during the previous classes' practical session, when the white haired girl had a minor spat with the team leader in the middle of a fight with a boarbatusk. Apparently a leader isn't supposed to tell her team what to do.

But the class I dread the most is the one with professor Goodwitch. It's the one class that's almost entirely practical. Its focus is on various forms of sparring, and the students are called out to do so in front of the entire class. And since I'm one of the few students who have not participated yet, I know I'm going to get called out today. I'm stuck between a rock and a hard place. You see each of my forms tends to fit into a sort of pattern. The more power I draw upon, the less human I look. And at the moment there isn't a single student in this class who has even the slightest clue how I fight.

And so I find myself huddled in the back of the classroom, trying to decide what to do. Do I go for the win and risk scaring off all the friends I've made so far, or do I intentionally hold back and risk losing, which Glinda may pick up on and call me out on. I doubt that she hasn't seen the footage of my fight with the manticore from before, so she should know what I'm capable of. I simply cross my fingers and hope for a weak enough opponent that I don't have to go too far to win.

Glinda finishes her lecture, and proceeds to read out the list of pairings for today's duels. As expected, my name shows up, standing out like a sore thumb for the lack of family name.

"Sylvia, vs…" Nora turns around and gives me an exited look from a few rows ahead. I wish I could be as enthusiastic right now…

"… Cardin Winchester" … I suddenly feel a weight lift from my chest as I recognize the name. This guy is nothing! I saw what he could do in the forest, I may be able to do this with nothing more than armour form and my fists!

I get up and walk to the front following the routine I've seen a few times before. This classroom is right next to the locker room. Students picked to participate are given a few minutes to change out of their uniforms, and then they fight in the order they're called. First up is Ren vs another one of Cardin's team. Second is two members of team RWBY, The blonde and the dark haired girl. Lastly is me vs Cardin.

I find myself lost in strategy as I enter the locker rooms. Cardin uses a mace. In my armour form I would normally be slower than the other students here, but he also wears heavy armour. I'm confident I can out-speed him, plus I can bulk up my muscles under my armour without giving myself away, so I should be able to overpower him too. The only problem is his reach. Could I use my darts to…

I'm pulled out of my thoughts by an irritating voice over my shoulder. Cardin.

"Well well, you're the babe from the ship. I'll be honest, I didn't expect to get paired up with you. Don't worry, I'll try not to beat you too hard. Maybe after this the two of us could get to know each other better? You're always hanging out with that loser Jaune and his team…" I can't hear the rest of what he says over the sound of the switch being flicked in my head.

"That loser…"

"The two of us could get to know each other better…"

The images flood back into my mind. Of course. Back in Mistral, when I was working as a waitress. I was a different Sylvia then. I had been there for several years. Enough time to almost completely work past my social anxiety, enough to work customer service at least. The people who worked there were like family to me. One in particular stands out in this story.

Charles Edye. A somewhat androgynous looking boy with dark green hair that always seemed to defy gravity, gathering into a funny upwards curl on his head. The girls all made fun of it, but I think they secretly thought it was cute. He had a crush on me for a while, until he found out I don't swing that way. He was somewhat timid. Actually more timid than me at the time, but not as timid as I am now. He made an amazing coffee.

A group of regulars, teenage boys full of bravado, who had been harassing me for a while, seemed to think there was something between me and Charlie. Their inappropriate comments never seriously bothered me, since I knew they couldn't do anything to hurt me if they tried. One day the biggest guy speaks up

"Hey, why are you always talking to that skinny little runt all the time. Why don't you quit hanging with a loser like him, and come have some fun with us?" at the time I didn't think anything of it, and just blew him off in the politest way I could, as usual. Keep him thinking he has a chance, he'll keep coming back. It's good for business, I didn't really care either way.

That evening after running an errand, I returned to a scene I could never have been prepared for. In the alley beside the café, the same group of idiots were gathered, drunk off their heads. And in between them lay Charlie. His bloodied body at least. His face covered in bruises, A shard from a broken bottle lodged in his neck.

I snapped. Hard. Local law enforcement could never figure out what I did that night, because the wounds were too severe to be created by a normal human. And the ribbons of flesh left behind did not resemble those created by any sort of Grimm they knew of, not that a Grimm could have made it that far into the city and escaped completely unseen. The case was closed, a mystery to never be solved.

But on some level I think the other girls from the café knew. The identity of the bodies, the very different state of Charlies body, the way I simply shut down afterwards. That was the catalyst to a chain of events that would ultimately bring my life at that café to an end.

My thoughts snap back to the present. A cold sweat on my brow. I notice that Cardin has gone, presumably into the changing rooms. Good. I don't know what I might do to him if he were still here. I take a seat on a bench nearby and try to compose myself. All I can think about is Jaune and Charlie. It won't happen again. I won't let it happen again. Jaune isn't going to become the next Charlie. I couldn't stop it last time, because I lied to myself. I had tricked myself into thinking I could have a normal life. It was my fault. If I had stepped in earlier, I could have stopped it.

My mind is made up. I need to scare off Cardin. My plan from before is tossed aside, and I can no longer bring myself to care what the class thinks of what I'm about to do. Without bothering to enter the changing rooms I just strip down to my sportswear, jam my weapon into place, and walk back into the classroom.

I enter as Ren finishes his bout, (complete victory, no surprises there) and the girls from team RWBY take their places on the stage. I walk around and take a seat in the front row, too lost in my own mind to pay much attention to the fight, or to the dozens of curious eyes on me, no doubt wondering about my apparent lack of weapon, or state of dress considering many of them have likely seen me in my armour before.

After an agonizingly long few minutes, the dark haired girl takes the victory. It seems her speed and evasiveness made it too difficult for her powerhouse opponent to reliably land hits. Running on autopilot I stand to take my place on stage, barely registering the applause from the class, and the words of advice from Glinda. All I'm focusing on is the big man across from me. My muscles tense up as the crowd grows silent. The last thing I notice before Glinda gives the all clear is the look on Cardin's face. He's eyeing me up and down creepily.

That does it.

I drive my hand into my chest and seize the metal frame within. Slowly I draw the whole thing out of my body, bringing a huge lump of raw biomass with it. I let the huge ball of steel and muscle drop to the floor, my hand morphing into a long thick elastic cord. I feel two dozen tendrils reach their way into the disgusting mass before me as they reach for the multitude of small blades present within, pulling them out to create a ball covered in curved spikes arranged at odd angles.

Need I say it? This is flail form. The entire weight of my weapon focused in a single ball is incredibly unbalanced, and also dangerous against all but the slowest of opponents. Placing this much biomass in such a vulnerable position is very risky. When my body parts are severed, they cannot be recovered. If the cord binding the ball to me is cut, I'll lose a massive amount of flesh. Not to mention, I'll have to recover my weapon. This is one of the few times when I'll keep my aura up permanently.

I'm blind to the reactions of everyone else in the room, there's only one person I'm focused on right now. The boy in front of me wears a look that's a combination of fear, shock and disgust. Good. Then it's time to get to work.

I dig my tendrils into the ground, and swing the massive weapon over my head and bring it down on Cardin. The boy only manages to pull himself together long enough to avoid a direct hit, and gets blasted backwards by the impact. I press the advantage, and continue to harass him from a distance with huge arcing swings. He's too shocked to offer any sort of counter offensive at this point, merely retreating while stumbling wildly, and holding his mace in front of his head.

Moving out of range, I change tactics, slamming the weapon into the ground, as far forward as I can reach, and I contract the muscles in the cord, pulling myself towards Cardin, tearing a chunk out of the concrete I am anchored to, and dragging it along with me. I twist in midair, kicking my feet overhead and throwing the boulder at him with frightening force. Completely unprepared for this move, all he can do is raise his mace to block the hit, which sends him reeling. Capitalizing on this, I reel in the flail and charge straight for him, knocking him clear into the far wall with one huge spiked fist.

For a moment it's as if time stands still. The adrenaline from the battle, and my irrational state both wear off as I realize how many eyes are on me. After the longest few seconds ever, Glinda finally calls the match.

"Uh… Sylvia wins…" No post-battle advice, no applause.

Sheepishly I re-insert the weapon into my chest, and suddenly feeling awfully exposed, I materialize my familiar trench-coat, eyes pinned to the ground. I can't bring myself to look at anyone right now. I almost literally run back into the locker room.

 **Wow. Now this one was interesting to write, that's for sure. The challenge I'm faced with in this story is ensuring that it doesn't fall into the trap of the typical OP OC power fantasy bullshit. I'm having to learn from the likes of "One Punch Man", in that when you have an OP protagonist, you have to find ways to challenge the protagonist other than a tough fight. In the case of One Punch Man, it's Saitama's boredom, how the people view him, the other heroes and villains around him and how they react to his power, ect.**

 **In "Fear of Death"s case it's all about Sylvia's mental state as a result of having lived so long, and experienced what she has. It isn't about whether she can beat the opponent, it's about how much power can she afford to bring out? How much of a monster can she let herself be? It's an interesting experience writing this, that much is certain.**

 **Anyways, If you've stuck with me thus far, please consider leaving a review with any advice you may have. I'm trying to improve my writing, and there's only so much I can do with no real feedback.**


	7. Chapter 7

Oh my god, oh my god, oh my god, why the fuck did I just do that? If I wanted to scare off Cardin, I could have done it after class when nobody was around. And I went with FLAIL FORM of all things? I'm gonna be known as the meatball girl from now on…

I clutch at my hair and slam my forehead into my locker as if trying to knock myself out so I don't have to go through the rest of this day. But dragging me back to reality is a hand on my shoulder. I whip around in a panicked over reaction, and I'm surprised to see Ren standing before me.

"Sylvia, what's wrong?" He says in his typical to-the-point monotone voice. What do you mean what's wrong? Were you not watching the same fight as everybody else?

"W-Why… are you here?..." I reply, my usual nervous stutter taking on a more panicked tone.

"What are you talking about? I was fighting earlier too, I have to change out of my gear." Right. Of course he does, but that's not what I meant and I think he knows it.

"I-I know, I meant… why are you talking to me… after what just happened?" By now he should have run away, or called me a freak, or gone to get a gang of peasants with torches and pitchforks. I'm serious, as in that has literally happened to me before. Ren just sighs, grabs my tensed up shoulder, and sits me down on one of the nearby benches.

"I think you're overreacting. It's just a semblance. Everyone here understands that." Are you serious right now? I pulled a two-foot-thick lump of viscera out of my chest. How can you say it's 'just a semblance'?

"B-But… Nora…"

"Trust me, I've known Nora for a long time. She's seen worse. She's more likely to think it was just awesome how you smashed that guy." I don't know how to react right now. Part of me wants so desperately to believe him, and I'm a little more inclined to do so given he's the second person in a week to not care about my semblance. Could it simply be that huntsmen and huntresses are more understanding of semblances due to being around them more? It just occurs to me that before coming to this school, I've never been around so many people with active semblances.

Or maybe I'm overthinking it and people are just more tolerant in this day and age, like I had originally hoped. Ren decides he's given me enough time to silently contemplate his words, and stands up.

"Anyway, I hope you'll join us in the cafeteria for lunch today." And with his usual abruptness, he walks back to his locker, leaving me to my thoughts. As much as I would love to believe that I could be treated normally, it's going to take a little more than this to convince me that it's possible. I've been let down too many times.

At this point I catch the two girls from team RWBY eyeing me from the other side of the room. I can't bring myself to make eye contact long enough to read their expressions. Damn it, I can't just sit around lost in my own thoughts, I always overthink shit when I do that. Standing up I have to resist my habit to just pick a random direction and walk off into the wilderness. I'd better get a move on and change back into my uniform. After all, I do have a meeting in about half an hour…

I'm baffled once more by the silver-haired eccentric seated across the table from me. Why are we having our meeting in the garden again? Don't these usually happen in offices? I'm not bold enough to ask, so I simply wait for him to start the proceedings. With an air of calmness so strong I'm almost convinced he's compensating for my own discomfort, he simply pours us both tea, and takes a sip before addressing me.

"So Miss Sylvia, how has your first week at Beacon been treating you?" A generic question. I hate those questions. I give a generic answer.

"C-Could be better… Could be worse…" He frowns a little at the word 'Worse'.

"I received a report from Miss Goodwitch. It seems a certain incident caught her attention less than an hour ago." I withdraw a little upon hearing this.

"A-Am I in trouble?"

"Oh goodness no… I mean, I don't think so. I must admit, there wasn't enough time for her to give me a full report on such short notice, but she thought it prudent to let me know before our meeting today. Why don't you tell me everything that happened?" I decide it's best to just be honest.

"I-I was assigned to fight Cardin… Cardin Winchester?" I look to Ozpin, and he just nods. Of course he knows him, he's a team leader. He should be having meetings like this too.

"W-Well… He said some things that r-reminded me… of bad memories… I got mad and went a little overboard in the fight…"

"Did he get hurt?" I shake my head.

"N-No, I stopped when his a-aura went into the red. Like I was told… i-in class…" Ozpin just nods and I continue.

"After the fight… I r-realized… everyone… c-could see… they c-could…" Ozpin takes my breakdown into stuttering as his cue to finish my sentence.

"They could see your fighting style?" I nod my head enthusiastically.

"I-I… just sort of… panicked… a-and ran out of the classroom…" I stare into my cup awkwardly, waiting for Ozpin to respond.

"… So you're worried you'll be treated differently now?" I nod a little at that. There's a drawn out silence as Ozpin considers how to respond.

"Miss Sylvia, I can't judge for myself since I've only seen you fight once, but I think you may be over reacting. I would like to believe my school is one that promotes tolerance, and acceptance of all individuals no matter who they are, provided they are dedicated to upholding our values."

"B-But… like you said… you didn't see-" He cuts me off before I can finish;

"Then would you care to show me what you did?" This takes me off guard a little. Is he hoping to get me to agree to his lessons by having me fight him now? I contemplate what to say for a long moment before nodding and slowly standing up from the table.

I then suddenly realize I'm in my uniform, and I can't exactly replicate the transformation without destroying my clothes. And while I'm not exactly nude without them, the idea of disrobing in front of the principal is a little much. Not to mention I don't have my weapon on hand. I decide to improvise.

Rather than straight-up yanking the flesh from my chest, I send it down my arm to gather at my hand. Eventually I have a lump the appropriate size, and let the mass drop to the floor followed by the familiar flesh-cord. I focus on hardening some of the tendrils into sharp bone and have them protrude from the ball in place of my blades. I look back up to see Ozpins reaction.

To my surprise he's still seated. Did he just want to see this? He frowns, deep in thought for a moment, and I feel the need to break the silence.

"T-The cord… can extend about 30 feet… n-normally I have… blades, instead of… b-bones, but my weapon isn't h-here right now…" Jesus it feels so strange to talk about it with other people like this. To make it worse Ozpin simply stares in silent contemplation for a good long while before nodding and speaking up.

"I see… this form of yours is a little more… visceral… than the other one. I can understand why you'd be hesitant to show it to others." Of course. And on that note I decide to retract the weapon, and take my seat, being suddenly very aware of how exposed we are out in the garden.

"However, I still believe that if you simply explain the transformations to your friends, they will understand. Nobody chooses their semblance, and we all have to make do with what we're given. Everyone here knows that." I simply sit there, deep in my own head as I take in what I just heard. Is it really as simple as that? Will talking about it be enough to put my friends at ease with my situation? Ozpin is once again the one to break the silence.

"Anyway, with that matter dealt with, I would like to know if you've considered my offer?" Right, of course. The tutoring. I'd be lying if I said it wasn't on my mind more often than I'd like it to be, but it's still too early to make a decision. I've had my hands full getting settled in.

"I-I'm not sure yet… Can I h-have more time?"

"Of course you can Miss Sylvia. There is no deadline for this. However, I hope you realize the sooner you agree, the longer we'll have to teach you. I think it will be immensely valuable to someone with your talents." And with that the brief meeting comes to a close. I can't help but wonder if that's true. Can he really teach me anything I don't already know about combat? I don't care how old he is, he isn't as old as me.

I take one final deep breath to calm my nerves and concentrate on stopping my hands from shaking so much the cutlery on my food tray rattles. You win Ren, I'll join you today. I begin to walk towards the four students with an uncertain look plastered all over my face.

"Sylvie! Your late, I almost didn't think you'd show up!" Nora says with her usual enthusiasm. I'd almost expected her to pull me into one of the bear hugs she's taken to dispensing upon me, until I realize she's to busy de-materialising several large pancakes before my very eyes. A fact that I'm low-key relieved by, since it means I won't be the only one still eating at the table. That's a situation I'd find profoundly uncomfortable.

"I-I had a meeting with Ozpin…" I notice Ren nod in sage-like realization. He probably thought I'd turned down his invitation.

"But I was told he only held meetings with the team leaders…" Pyrrha exclaims questioningly.

"S-Since the reserve students don't have teams… He has meetings with us too…" I reply, nibbling half-heartedly at my rice.

"Ugh! Enough with that boring crap! What about that fight earlier?! You were AMAZING! You totally smashed that big guy into the wall!" Oh my god. Ren was spot on. Just how long have these two known each other? I can't help but notice however, that the other pair at the table are looking a little uncomfortable about the direction the conversation went in. Looks like I need to take Ozpins advice.

"M-My semblance… I-It may be a bit obvious, but… I c-can reshape my body… I c-can take on lots of different forms… I-It may be a little… uncomfortable… t-to look at, but please don't treat me differently because of it." I deliver this last line in the direction of Pyrrha and Jaune, clasping my hands together, perhaps a little over-dramatically in the process. They just look quizzically at each other for a moment before Jaune speaks up.

"W-Well, that's kind of a relief actually. I was a bit worried for a second there that you were some kind of lab experiment…" Pyrrha punches him in the arm in mock offendedness, and Nora just giggles at this. I can't help but smile at the antics.

For the remainder of the break Nora bombards me with her over enthusiastic ramblings, centered around her idea's for various smash-related team attacks we could do. Ren simply sits there, no doubt enjoying the break from Nora's verbal assault that I provide. Jaune and Pyrrha chat among themselves across the table. That girl has the hots for him, I know it.

And silently in the back of my mind, the small crack in my shell widens ever so slightly. The shell I've built around myself to block out the pain of loss that I've experienced far too many times. And deep in my subconscious a voice that right now I don't want to hear screams at me to get out now. This can only end in pain. It always does. They accept you now, but what will they think when they see more of you? Flail form isn't my worst transformation.

Far from it.

 **I have page breaks now! Me am good English! Me can word good, writing good like pro.**

 **They say write what you know, and there's a bit of that in Sylvia. I'm awkward as fuck irl myself. I'm hoping that for those of you that can't relate, that you may be able to learn a bit more about what makes us tick through reading this.**

 **To answer someones question in the reviews, yes Sylvia is a lesbian, it has been all but outright stated at least three times so far. She kind of has to be in order to do the romance subplot I'm planning for. There aren't really a lot of dudes with fleshed-out characters in RWBY.**


	8. Chapter 8

As the days pass I find my thoughts linger less and less on pessimism, and more on just enjoying a normal day to day life. It is a vaguely familiar experience, yet distant enough that it still feels fresh. Everything is so fast paced, the days don't blend together anymore because there's always something new happening. In the wild life is like a fog, where memories meld into a miasma of events that MIGHT have happened.

So maybe that's why today when team JNPR have lunch with team RWBY I can't help but feel a little lonely. I'm still not game to talk to them, even though team JNPR insist they're really nice. I'm just about to go and sit by myself in a nice quiet corner to eat when I spot someone I know. It's Velvet.

… And Cardin. In what must be some kind of twist of fate designed to make me hate this guy as much as humanly possible, he appears to be tugging on her ear and laughing with his team about it. It's not a sight I'm unfamiliar with, since I've been around the block in less enlightened times. But I've never seen it happen since coming to Beacon. I had thought Ozpin weeded out all the intolerance somehow, but apparently even here there are still those like Cardin.

But then it suddenly occurs to me that this is a good opportunity for me. Clutching my tray a little tighter I make my way over to them.

"Ha ha! I told you it was real!"

"What a freak!" that's a phrase I've heard enough of in my own life to know how to feel about it. Five pairs of eyes silently turn to me as I approach. The bunny girls reflect surprised recognition, while the big man himself looks a little angry. And maybe a little afraid? Ha. I whooped your butt.

"Huh. It's you. Whaddaya want, demon girl?" Good. He doesn't want anything to do with me.

"I-I was going t-to ask her… if she wanted to have lunch." He almost looks like he's about to protest before he notices the slight frown on my face. He just grunts and lets go of Velvets ear.

"Perfect, the freaks eating together. It's so on point I wanna puke." Now he's just grandstanding to save face in front of his team, but I can tell he's scared I'll do something to him if he protests. His team doesn't look entirely convinced. This arrangement is fine with me, it'll keep him away.

Velvet takes the opportunity to scurry out of his reach, and I follow after her. Once we're a comfortable distance away, she turns to face me, still rubbing her ear from where Cardin had her.

"You're that girl I met from the first day back at school. Sylvia was it?" I nod enthusiastically.

"A-And you're Velvet." I reply with a smile.

"I w-wanted to talk to you again, b-but… there wasn't a good time… C-Can I eat w-with you?" She smiles and nods.

"Sure, but I'm with my team mate too, is that ok?" She says that last bit with a tinge of concern. Looks like she's overly worried about my nervous disposition. Then again I can't exactly blame her. I was a little apprehensive when she said there'd be a stranger involved. But I can't help but notice she said "team mate" singular.

"S-Sure" I respond, and she returns a grin before leading me towards the far end of the cafeteria. Wanting to fill the silence, I decide to ask something I had been wondering the past minute.

"W-Why… do you let him do that to you?... Y-You're a second year, r-right?" I'm a little apprehensive asking this. It may simply be that her fighting style doesn't lend itself well to unarmed combat. She frowns a little, but responds quickly.

"Well… I don't really want to cause a scene..." She's a little naïve. It's that submissive attitude that paints a target on your back for bullies, I learned that lesson a long time ago. All you have to do is prove you aren't just going to take it one time, and they'll leave you alone. Absorbed in thought, I'm surprised when she turns a question on me.

"… Why… did he call you a freak back there… Just like me?" She throws a glance or two at my rear which I almost interpret as checking me out, until I realize she's probably wondering if I'm hiding a tail under my skirt. Of course. Sparring class isn't combined with the second years, so she hasn't seen…

" W-Well… I-I was assigned to fight him… i-in sparring c-class… I beat him… i-it's my fighting style… i-it… s-scares people…" My stutter gets worse and I almost press my head into my food to hide. She didn't expect that response. I can tell she's wondering how an unassuming, tiny, shy girl could ever scare anyone. She'll probably have plenty of chances to see that some other time.

"Well well! I see you brought more than just lunch today Bun Buns." Bun buns? I look up and try to take in the trendy looking girl seated at the table in front of me, but she appears to be doing the same to me from over her sunglasses, and I find myself breaking eye contact.

"Hey Coco, remember that girl I mentioned before?" She then gesticulates in my direction as if presenting me before a crowd. Coco grins widely in recognition.

"Ahh! You finally tracked her down, did you?" Tracked me… What?

"C-Coco!... actually, she found me…" She raises her eyebrows over her sunglasses in a gesture that's already become familiar to me despite knowing her for all of five seconds or so. I find myself wondering if that forward head tilt gives her spinal problems. We sit down across from her and I sip nervously at my drink as that piercing gaze continues to explore me. Jeez, I feel violated.

"It's funny… I don't remember seeing you at the initiation ceremony…" She was at the ceremony? Why would a second year bother to go there?

"I-I'm a reserve student… They don't make you g-go on stage for the ceremony i-if you're a reserve student…" Recognition lights up in Velvet's eyes.

"Of course! I totally forgot they exist! We don't have any in our year. Well that explains why I couldn't find you!" Did she try looking for my dorm in the first years wing or something? I suddenly remember that literally the first thing this girl did when we met was take my picture without my knowledge. I'm getting some creeper vibes from her… then again with all the things I'm hiding from her, and everyone else at this school, I'm really not one to judge.

"W-Where are the r-rest of your team?" I ask in an attempt to shift the focus away from me. Coco responds;

"Those two are off training together. They do that most days. Honestly, they really need to learn to chill once in a while, those boys are always so serious…" Boys huh? I'm beginning to wonder if all the boys become mysterious aloof characters once they reach a critical mass of competence.

"Anyway, enough about us, I want to know more about you." Sunglasses drop, analytical eyes gaze. Damn, as fast as I switched the focus away from me, she's switched it right back. My eyes dart about as I think of something to open with.

"W-Well… I-I'm from Vacuo…" I'm about to go on before Velvet interjects in mild shock;

"Vacuo!? You don't seem the type at all…" I can't blame her. I guess that's one little flaw in my backstory, but I'm not left without an explanation.

"M-My parents were from Mantle… I think they were m-more over-protective than normal because Vacuo is… s-so dangerous… But they died w-when I was little… I h-had to take care of myself… I couldn't t-trust anyone… so I mostly kept to myself… U-Until I saved enough money t-to move here and enroll at Beacon…" The story is solid. It explains my complexion, and my withdrawn nature despite being from Vacuo, where both would be considered unusual.

Fortunately the bleak backstory has the effect of giving pause to both my companions, rewarding me with a welcome break from their scrutiny. If Ren and Nora are anything to go by, tragedy seems to be a little more common among prospective huntsmen and huntresses than the general population. Once I've decided they've had a long enough moment to process this information, I turn the question back on them.

"W-What about you?" Velvet is the one to speak up this time, since our other companion seems a little more sedate after having pulled such personal information out of someone she just met.

"Well, the two of us go way back. We grew up in Kuchinashi, and for a while we worked together for a small journalism firm. But one of the local gangs took issue with some of the stories being published about them, so they had the place shut down. We needed work, and since the two of us had some experience with self-defense living in a rough neighborhood, we enrolled at a combat school in Mistral. Then we decided to continue our training here at Beacon because we couldn't afford the fees at Haven." So they chose here for the same reason as me. Couldn't afford the cost of living while going to school at the same time, and Beacon gives its students a living wage if they need one.

"You guys w-were journalists?"

"I was, and Velvet did the photography." Coco responds. She certainly looks the part, they both do.

"We wanted to get back into it here in Vale, but school has just kept us too busy."

"I-If you're only doing the huntress thing to make a living, t-then why haven't y-you quit and gone back to j-journalism here in Vale?"

"It's not quite that simple…" Velvet answers, letting Coco elaborate further.

"Freedom of the press is practically non-existent in Anima at the moment. The gangs control the narrative in the satellite cities, and the elite control the narrative in Mistral itself. We want to change that. Once our training here is done, we'll go back to Kuchinashi and start our own newspaper. One that publishes the truth, and not some watered down propaganda for the crime syndicates. And when they come for us, we'll be able to defend ourselves." It's a bold plan to say the least. Two girls versus the world. Then again I can hardly talk. And on that note, Velvet asks;

"So, then what are you here for?" This is one question I can answer truthfully. Mostly…

"I-I read… a lot of ancient history… it seems l-like the world goes through… s-sort of… cycles? About every century or so there is s-some kind of big war. It's been about e-eighty years since the last one… I just know a-another one is coming soon. I w-want to try… and stop it… I-It's dumb I know…" I can feel my face growing red. One girl stopping a war she doesn't even know is coming. I know how ridiculous it sounds, but these girls have no idea just how much experience I have to back that up.

"I-I don't think it's dumb!" Velvet responds with enthusiasm.

"A lot of students have lofty dreams like that in this school! I don't think a little optimism is bad!" I smile at that, even if I don't necessarily agree, but the smile fades as I hear the bell ring for the end of lunch. Damn, I barely touched my food.

"Well, Bun buns and I have sparring class now, so I guess we'll see you around?" I nod and smile at that before shoveling what little sustenance I can get into my face before class.

Those two are certainly an interesting pair. I wonder to myself if I could get permission to work with them on team assignments, even though they're a year above me. Ozpin certainly knows that I'm capable enough. But what they said earlier really stuck with me.

There are lots of students here with big goals just like mine. Even they want to take on the criminal underground, just the two of them. It gets me pumped to work towards my own goals. Alright, It's settled. I know exactly what I'm doing after school today.

 **Ok first up, sorry this one took so long to get up, I've been pretty damn ill the past week or so, and I haven't been able to concentrate on writing to save my life. I didn't want to just upload some half-assed chapter, I'd much rather keep you guys waiting a little longer and do my absolute best.**

 **Also sorry if it's feeling a little expositiony at the moment, I'm painfully aware that I just did two cafeteria dialogue scenes in a row, but I'm kind of struggling to get all the character development I have planned to fit between the events of the show. I still have trouble with pacing, so if any of you have advice on that end, PLEASE leave a review! I need it! NOTICE ME SENPAI'S!**


	9. Chapter 9

This feels really absurd. All I have to go on is a uniform and a location. And the location is a little piece of information I've decided to hold as a trump card for now. An out of the way garage in the shady part of Vale where important Atlas tech is being tinkered with.

Instead I've been wandering around the surrounding areas getting into as much trouble as possible for the last few days, but I've accomplished little but beat up a bunch of small time crooks. I've since discovered the uniform I saw that time belongs to a well-known terrorist organization called the White Fang. Honestly it was such common knowledge, it irritates me that it took me so long to figure that out. It was only after interrogating a group with the same uniform that I learned the same information I could get from any news station on most days. I suck at the vigilante thing.

Which is why as I meander down the same shady alleyways, waiting to get jumped or something, I decide this approach is just not working, I may as well quit now. Besides, the weekend is over after today, and it's just too impractical to take a shuttle in to Vale after school every day. I idly kick at an empty can as I ponder what to do next. I could try and stake out the garage, but I wonder if I could really learn much doing that. I'm beginning to think this was a waste o-

My thoughts are cut off as I notice a familiar face staring at me from around a corner ahead of me. I stop in my tracks and go into full alert, hiding a blade in my forearm in preparation for what I know is coming. The figure steps into the light and I'm able to take in the figure before me. Auburn hair, large furry ears, combat fatigues. It's her. She's holding her weapon in her hand. Looks like a gladius-style one handed sword. Kind of reminds me of Pyrhha's weapon, only broader and more utilitarian.

"Who are you, and why the hell have you been beating up our guys?" She asks in a very to-the-point manner. I almost respond, before I realize she's only asking to distract me from the quiet footsteps approaching from behind me. Nice try. That's not going to work on someone with enhanced hearing. I boost my hearing a little further to pinpoint the location of my would-be assailant, before launching a pre-emptive attack.

I left one arm blade free on purpose for this situation. My hand contracts in on itself and I fuse the bones in my forearm into a single smooth tube. Gill-like openings appear on the inside of my forearm, and the outside inflates with air rapidly as I swing my arm up and take aim at the short haired girl behind me. The air-sack on the back of my arm rapidly contracts sending dozens of razor sharp darts shooting out of the "barrel" at high speed. The girl recoils in shock, obviously not expecting her little ambush to be so quickly reversed.

See, if I was to say I have any particular weakness in combat, it would be my ranged options. Darts propelled with nothing but air pressure aren't very powerful. But the rate of fire is good, and it has the intended effect of forcing my opponent to withdraw. This girl appears to be holding a sort of scepter-like weapon, but I don't have time to observe further, as I can hear the other girl rushing at me.

I block the charge with my blade, and quickly reverse the momentum of the fight, aggressively wailing away at her defenses. It's clear that she's feeling the pressure, every time she tries to back off, I pepper her with darts and close the distance so she can't go on the offensive, but at the same time I'm unable to land a good hit on her. I have the power advantage, but she has speed and technique. It's not long before her companion recovers and re-joins the fight, and I'm forced to maneuver out of the way, losing my advantage.

Taking stock of this new threat, it appears the girl with the scepter is performing a support role, engaging me with complex dust attacks. Their co-ordination is astonishing. Were it just the girl with the dust, I could easily maneuver around the blasts, but rather than aiming for me directly, she's aiming at the ground around me. Essentially herding me towards the other girls sword with the blasts from her magic. Even though my armor has absorbed most of the attacks so far, I can't help but feel a little concerned. Looks like it's time to kick it up a notch.

I wait for the right moment between blasts and absorb my armor and blowgun into my body, exchanging them for my familiar twin blades. I use the sudden increase in mobility to duck behind the girls' sword and land a powerful blow across her back. The surprise from this sudden transformation shifts the momentum of the fight back in my favor. Even together, they can no longer keep up with my speed in blade form, and steadily I start racking up hits on the Faunus girl.

Maybe this overconfidence in the belief that I had the fight in the bag is what causes me to miss what happens next. Believing I have the momentum, I go for an aggressive overhead slash, but the girl suddenly sidesteps the attack and swings at a downward angle, her blade glowing with a green energy before making contact. The blade slices my leg off at the knee.

Shit! I stumble away from the two girls who begin pressing their advantage while I desperately focus on regrowing the missing limb. I can't believe I fell for that. The girl with the sword must have one of those passive semblances like that blonde girl in my class, only instead of growing stronger, she grows faster. I can't believe I didn't notice it sooner. Plus her sword can use dust to temporarily increase its cutting power. If I'd known that, I could have thrown up my aura before the hit landed.

It takes me a good few seconds to regrow my leg, but in that time my assailants have landed several hits on my aura. Panicking, I jump to my feet, dig in and sprint away from the fight. Despite the enhanced speed of my assailant, she simply cannot keep up when I divert extra muscle mass to my legs, and anchor myself to the ground with each step. It isn't long before I'm out of range of the mage girl too.

Damn it. Damn it. DAMN IT! I'm such a fucking coward. I was barely even pressured back there. She cut of my leg, big deal. That's like, what, not even 10% of my body mass? And yet despite the logical part of my brain giving me every reason to stay and fight, I don't stop running. I don't want to die. But before I have a chance to cry over my own weakness, without paying attention to where I'm going, I slam into something. Hard. I collapse in a heap on the floor, disoriented.

Stumbling to my feet I realize it wasn't a something, it was a someone. I don't have time to look her over as I realize the dynamic duo have already caught up.

"Oh my, are those bad people after you?" The girl asks. What the hell does it look like?

"Y-Yeah…"

"Well don't you worry stranger! I'm here to help!" She responds in an out of place cheery voice. But there's no time for further conversation, and no time to consider running again as our enemy descends upon us.

The girl with the staff opens the fight by breathing a cloud of grey gas from her mouth, which quickly spreads to cover the whole area. So now I know her semblance. I can't see shit through this fog. Right before the mist becomes too thick to see, I notice both girls don a pair of goggles. Are they infra-red or something? But then again, two can play at that game. The fear from less than a minute ago begins to subside as the tactician in me kicks in.

I shift the sensitivity in my eyes to detect infra-red light. I see foggy red shapes around me in the mist. That's strange, I should be able to see clearer than this… oh. Then I realize what's happening when I feel the tingling sensation on my skin. This isn't just fog, its corrosive gas. I raise my aura and focus on fixing my eyes as the girl with the sword descends upon me. I'm able to block some of the hits simply by hearing, but it's not like I'm a trained blind fighter. My aura suffers some more abuse before my eyes come back online, and continues to sizzle under the assault of the corrosive gas.

This time however, I don't lose my nerve and run. Perhaps it's because the strange girl I ran into is keeping the girl with the scepter busy, or perhaps… it's because I've remembered I have more tricks up my sleeve. It's time to kick it up one more notch.

I take advantage of the fact that my opponent doesn't realize I can see to plant a boot in her chest to create some distance for my next transformation. Tendrils writhe, grabbing at every last blade in my arsenal, and moving them to my hands, and down the small of my back. The medium sized blades take up position at the end of my arms, forming gruesome claws. Five on each hand. But the most significant change is yet to come.

A mangled mass of vertebrae, muscle fiber, and metal erupts from the base of my spine, extending outward into a single twisted appendage. A long tail, bristling with blades. The longer ones form a four-fingered claw at the end, while the length of the monstrosity is covered head to toe with smaller blades.

I can't tell if it's a good thing or a bad thing for my opponent, that I appear as little more than a distorted heat signature to her. This form in many ways resembles a number of monsters from bedtime stories designed to scare children into behaving. I can't be entirely sure that it hasn't literally inspired some of them either.

Beast form.

Rushing my target on all fours, I lash out with my tail catching the Faunus on the shoulder, and follow up with a relentless onslaught of clawed slashes from my low stance. The back and forth of our earlier fight has completely disappeared in this moment. The shifting of my weight into my tail gives me unprecedented balance and greatly improves my mobility. In addition, I now have three appendages with which to attack, greatly improving my offensive power. The Faunus girl no longer stands a chance. The fight doesn't continue much longer. She gets marginally better at blocking my ferocious attacks as she speeds up, but it isn't enough.

"Ghh! F-Fucking bitch!... WITHDRAW!" The girl sprints out of the fog, another red blob following her from a short distance away. I briefly consider going after them, but the fear from earlier kicks in. That was beyond a doubt the most difficult fight I've ever had against a human opponent. (or Faunus, I guess…) They were just so… disciplined. I had them beat in every other category, but they clearly had better formal training. If I follow them now, what else might they have up their sleeves? It's too risky. It's only then that I notice the fog has started to disperse, and the girl that decided to help me comes into view….

We just stare at each other… for a long time… neither of us can do anything but stare, as the both of us realize what we're looking at… what the other can see…

The girl has bright curly orange hair, and a grey dress with neon green highlights. I wouldn't normally think twice looking at these features alone, but the most shocking feature is her skin. Or rather what's UNDER her skin.

Exposure to the acid has eaten holes in her flesh all over her body, and underneath can be seen shiny chrome… Everywhere… all over her body… This girl isn't human… it's like she's… a machine wearing the skin of person.

But she isn't the only one who's inhuman traits are bared to the world. Her eyes run over my body, taking in the twisted, disproportionate, clawed hands on the ends of my arms. The long, writhing, gnarled tail.

And the two of us just continue to stare. Without any words, we both understand what the other is thinking at this moment.

In a way, we're the same.

 **OHHH SHIIIT! PENNY IS IN THE HOUSE! Seriously guys, this chapter was one of my more ambitious ones so far. There are a lot of plot points I wanted to cover, and I debated with myself a whole lot about how to go about presenting them. It isn't perfect, and I'm still not completely pleased with the pacing, but all-in-all I'm pretty happy with the result. I hope you guys are as hyped reading it as I was writing it.**

 **To 'Hey It's That Guy' in the reviews, thanks so much for the encouragement, seriously. Don't worry, it takes more than one bad apple to get me down! Especially one who can't stick it out past chapter 1. Do not worry! I have PLENTY of struggle in Sylvia's future. It's going to get dark guys, seriously. But you guys stuck it out through season 3 right? So you should be fine... ;3**


	10. Chapter 10

"That'll be $6 please." I take out my scroll and scan it on the card reader next to the till, then I take the two cups and walk back towards the alley, the smell of cheap takeaway noodles only serves to boost my appetite even further.

Honestly, I was surprised to find out that Penny is able to eat food normally. She says it's a placebo effect designed so that her experience can be more "human". Apparently that's a necessity so that she can generate an aura. In fact she told me all about herself, about how her "father" built her in Atlas. About how general Ironwood funded the project, and how she'll have to "save the world one day".

That part shocked me a little. It means the people who built her are aware of an upcoming conflict. I can't help but wonder what they know that I don't. All I know is that roughly every hundred years, some kind of world-changing conflict occurs, and the next one could happen tomorrow, or it could happen decades from now. Honestly, I have no idea where it'll happen, or who will be responsible, and I have no idea if the people I've been fighting have anything to do with it.

So maybe that's part of the reason why I want to get to know this girl better. She could be a lead to finding out more about this threat to the world. But there's more to it than that. She told me her story, even though it was supposed to be classified information, and she only just met me. And the more I learn about her, the more I find we have in common. Neither of us can make friends easily. Outcasts, both of us would be shunned by society if they were to see our true nature. But most importantly, out stories are both completely unique.

We both recognize that there is nobody else in this world who could understand our circumstances better. This is the unspoken bond between us that formed the first time we saw each other. Which is why for the first time in a very long time, I have decided to trust her with my story. The TRUE story, not the false version I give everyone else. And it's the very first time in my whole life that I have ever told it to someone I've known for less than an hour. I'm sure you could understand then, why I decided to go get food for the two of us. I needed time to psyche myself up.

I push open the door to the warehouse with my foot, and walk in to find the girl is still here. It looks like in the time I was gone she moved some of the old crates together to form a makeshift table and chairs for the two of us. With her chrome internals still showing through the wounds in her skin, we couldn't exactly walk into a café and order a meal. This abandoned warehouse was really the best place to talk.

"Oh, you're back!" She says, raising her head as I close the door behind me. I nod in response and take a seat, handing the girl her noodles. Then we just eat in silence for a solid minute. It's a little awkward, but she realizes I still need a minute. After all, so did she when she was telling me her story earlier. I finally decide to just give it to her straight, and begin speaking.

"I'm over one thousand years old." I stop and wait for her response. She just freezes, a look of surprise creeping onto her face. Clearly she wasn't expecting that.

"About one thousand two hundred to be more precise. I lost count ages ago." Penny just listens silently as I work out where to go from here. My nervous stutter has completely vanished in this moment.

"I was born somewhere in Anima, before it was called that… I don't remember the name of the town. Grimm destroyed it when I was about… as old as I look, I guess… because that's the day I got my semblance." I demonstrate by allowing my fingers to split into a mass of writhing tendrils, which coil idly before reforming into their default shape.

"As far as I know I was the only survivor. This power of mine saved my life. I lived in the woods for years after that. It was hard… My semblance couldn't do much at that time. Even simple changes drained my aura rapidly. But I've been training it every day since then, and now the aura drain is negligible." It's true. I wasn't just handed the greatest semblance in history, anyone would be as strong as me if they'd had a millennia of training.

"But I don't understand… That doesn't explain how you've lived so long…"

"I think it's a side benefit of my semblance. I can regenerate from anything, and apparently that even includes aging." That's the simplified explanation. I decide not to get into telomeres with her right now, not that I don't think she would understand. While she appears to be very socially naïve, she's actually quite intelligent, which she demonstrated to me earlier when trying to explain the workings of her body. (an explanation which flew right over my head.)

"Anyway, from that point on not much interesting really happened. I lived in the wilderness for most of that time, just traveling around and living off the land. Every now and then I'd get lonely and decide to try and make a life for myself in one of the towns or cities, but one thing or another would usually ruin that after a few years or so…" I've done that a few dozen times in my life so far. Guess the world isn't the only thing that has cycles.

"And here I am now. Trying to be a hero, but so far all I've done is scare off some thugs…" And thus ends my monologue. Penny takes a moment to digest what I've just said before responding.

"I think I kind of get what you mean… My father wanted me to come to Vale with him so the general could keep an eye on me at all times, but I begged to come up here early so that I could see the outside world a bit… and also… I wanted to prove to him that I'm ready. That's why I ditched my escort to come out to the bad neighborhood. I thought that if I beat some bad guys, he'd take me seriously… But all I did was get damaged… Father is going to be so mad… He probably won't let me go out anymore…" She looks so defeated as she says this. I don't really know how to comfort her, since in this case our situations are very different. She's been surrounded by father figures, protecting and controlling her all her life, whereas I have been alone and free.

"I-I don't think you should give up yet…" She looks at me curiously as I say this. And as quickly as it went, my stutter came right back.

"I mean… I've been h-hurt… so many times in the past… B-But I'm still trying… Trying to make friends… a-and to make a good life for myself…" It's true. I've become so jaded from every loss, every failed attempt at a normal life, that it's a wonder I ever find the strength to try again. Wasn't there an old parable about that… something about a man pushing a rock up and down a hill forever? Either way, my encouragement (as generic as it was) seems to mean something to her.

"Thanks Sylvia. I don't really have many friends, so I can't really tell but… I think you're a pretty great one…" She gives me the most sincere smile I've seen in a long time.

"Oh!" suddenly she reaches for her pocket, fishing out a scroll and checking her inbox.

"Oh dear, it looks like my escort have been calling me non-stop… I really have to have them pick me up so I can get this damage taken care of… Can we swap contact info?" I nod my head eagerly, before fishing out my scroll. I hesitate a moment as I realize…

"W-Wait… didn't you say they monitor you all the time?... Won't t-they wonder why I-I'm in your contacts?" She gives me cheeky grin.

"Oh no! They won't know a thing! All I have to do is hack the scroll and hide the data!" Figures. She is a robot after all, it doesn't surprise me to hear she can do that. We scan each other's scroll, then Penny speaks;

"Umm… do you think it'd be okay to meet up again soon?" She says with pleading eyes. If she weren't doing it, then I would be.

"S-Sure… I-I'll message you what times I'm free…" I respond.

"Sensational! Then I'll see you soon!" She waves, and I return the gesture before grabbing the empty noodle containers and exiting the building, depositing the trash in a nearby dumpster. I then begin to slowly make my way back in the direction of the shuttle port.

* * *

It's been a long time since I've had this many friends. I mean aside from Nora, I still don't really know any of them very well yet, but it's still a warm sensation that fills a part of me that's been empty for so long. And this latest addition is someone special indeed. A real live robot, with a soul and everything! She's unlike anyone I've ever met before. I'm looking forward to getting to know her better. But just then worrying thoughts drag my mind away from that pleasant topic.

Right, I haven't had time to process what happened back there because I was so caught up with Penny.

That fight was pure insanity. Those girls were the first opponents to ever push me past blade form that weren't a Grimm. I mean fair enough, I don't fight humans or faunus very often living in the wilderness, but still. It's cause for concern. Both of their skill levels exceeded the standards set by my classmates by a significant margin. And even though I still have so much strength to spare, they outclassed me in terms of discipline and team co-ordination.

Not to mention I panicked. When push comes to shove, I'm still such a coward. If only I could think logically under pressure I'd have realised I still had the fight in the bag. It's shameful. How in the hell am I supposed to save anything if that's how I respond to even the slightest bit of pressure? I know one thing for sure. I'm going to beat this weakness of mine whatever it takes. And I think I know how to do it too.

But first, I'm going back to my dorm room and passing the fuck out. Way too much has happened for one day.

 **WOOT! Fuck yeah! Broke the double digits bois! Chapter 10! This is still super weird to me, watching as my little story continues to accumulate more and more viewers, plus the reviews too. The fact that people actually enjoy what I make is mind-blowing to me.**

 **Just want you guys to know I'm thinking of starting another fic soon to give my brain something else to do creatively, since I'm getting a little worn out working on the same story, but rest assured that Fear of Death will take precedence over that. I do not want to let it interfere with the upload rate of this fic.**

 **Anyway, yeah. This chapter and the last one, what do you guys think? I really wanted to do something with impact when introducing her, and I really hope I pulled it off. BTW, even though you guys could probably figure it out based on the chronology of the show if you really wanted to, this meeting with Penny happens BEFORE she runs into Ruby.**


	11. Chapter 11

Being on edge for the next few days, waiting for that text from Penny, I'm surprised when the first message I receive is not from her, but from Pyrrha.

 _'Hi Sylvia, do you have time to meet up?'_

 _'Sure. When and where?'_

' _In my dorm room, and right now if you aren't busy. It's kind of important.'_

 _'Ok. Give me a minute, I'll be right over.'_

I guess she prefers talking face to face based on the lack of emoji's or acronyms, a fact that I'm somewhat thankful for. As much as I like her, I'm getting a little sick of trying to decipher Nora's late night text-speak. Since I was just laying around my room in my sportswear, I take a moment to comb my hair and throw on my dress before heading out.

* * *

"Hey… Sorry for dragging you into my problems on such short notice…"

"I-It's fine… I wasn't r-really doing anything…" Pyrrha is wearing an expression not dissimilar to what I look like in any social setting. Eyes down, slightly uncomfortable. It's not like I've never been in the team JNPR dorm room before, but this is the first time it's at the summons of someone other than Nora. She gestures for me to take a seat on a bed, as she sits down across from me, and adopts a look I've seen more than once over the past few days. It's a look of 'I'm trying to figure out what to say'. Unlike me and Penny however, it only takes her a few seconds to work out what to say, and she begins;

"I'm worried about Jaune. It seems that he's being bullied, and I don't know what to do. He spends less and less time with our team every day…"

"W-Who…?" I think I know perfectly well 'who', but I want to hear her say it.

"Cardin Winchester. You know the guy." Figures. My blood can't help but boil a little just hearing it. I thought I'd dealt with this shit already. I take a second to formulate a response;

"W-Why… are you telling me? Wouldn't i-it make more sense… to talk about this with your team?" She grins a little at this.

"Well at this point you're basically like a pseudo fifth team member anyway. Ren is kind of difficult to talk to, and Nora… Well Nora just wants to break his legs" I giggle a little at that, although I probably shouldn't. Get me in a bad enough mood and horrible dismemberment would probably be my solution so compared to that, broken legs is the tame choice. Pyrrha doesn't have to know that though.

"B-But… I'm kind of difficult to talk to too…"

"True, but… well… I think this is going to take a feminine touch… I'm worried Ren's solution will be to let Jaune 'be a man' and take care of it himself or something…" I can't help but feel Ren isn't that kind of guy, but I get where she's coming from. Either way it's kind of nice that they think of me as a team mate, so I decide to stop complaining.

"W-Well… I could try talking to him…"

"I already tried that, but he's got it in his head that he needs to do this by himself." Oh. Well, now it makes even more sense why she wanted to talk to a girl. Male pride is already involved. I didn't take Jaune as that type of guy.

"T-That's not w-who I meant…" Pyrrha looks a little confused, so I clarify.

"I m-meant… I could try talking to C-Cardin… I mean he's already kind of… a-afraid of me…"

"N-NO!... I mean… well, maybe if we can't think of anything else… I guess it's better than breaking his legs, but I'm sure there has to be a peaceful way to deal with this…" I think Pyrrha might be a little put off by my suggestion to essentially threaten the problem, and I sort of regret bringing it up. She might accept me as a monster, but a violent monster? I guess I am playing with fire a little.

"W-Well… I don't know w-what else there is to do… Talking doesn't work, a-and you don't want me to… d-do my thing…" Pyrrha sighs a little at this, as if it's a conclusion she'd already come to but didn't want to accept. After a few seconds of silence, I get frustrated and speak up;

"P-Pyrrha… i-if Cardin goes too far… I'm going to intervene w-whether you like it or not. F-For now I won't do anything… b-but I think we should talk w-with the rest of your team about it… I-If we can come up with a better plan, then w-we'll go with that, but if not…" She seems taken aback a little by my forcefulness, but she realises what I'm saying is reasonable. She nods, and pulls out her scroll, sending a message to Ren and Nora.

* * *

"Is that why Jaune keeps getting home so late?" Nora asks in the closest thing to downcast that her bubbly personality allows for. She's currently seated behind me on her bed braiding my hair. I think she kind of sees me as an outlet for her feminine side, since she's been stuck with Ren for so long.

"He has been rather scarce since he's been fraternising with Cardin…" Ren adds matter-of-factly.

"That's weird… Doesn't he know we have a field trip tomorrow? We need our rest." Nora replies, draping her arms lazily over my shoulders as she finishes her work on my hair. I think we've officially attained bestie status.

"I'm sure our leader knows exactly what he's doing…" Pyrrha says, her irritation with the whole situation apparently boiling over. It doesn't help that the conversation the team just had was essentially a re-hash of what me and Pyrrha already discussed, and has ended just as fruitlessly. Looks like plan "eldritch intimidation" is going to happen after all.

"O-Ok, well… I'd better get to sleep… I-Is it ok if I join you guys t-tomorrow?" I speak up, realising there's little else to say.

"I guess that's fine, especially since it looks like we'll be down one team mate again anyway…" Ren answers with some resignation at their leaders continued absence, although I'd have asked (and they'd have no doubt said yes) either way.

I extricate myself from Nora's clingy paws and make my way back to my room. As I step out the door, I think I see Jaune walking around the corner at the end of the hallway. Did he overhear any of that?... also why is he leaving at this time in the evening? Ahh, never mind. If all goes well, after tomorrow Cardin should be done with Jaune, and things will go back to normal.

As I prepare for bed I start preparing for how I'm going to deal with Cardin… Should I just threaten him with force, or should I take a particularly gruesome transformation to really fuck with him? I could go full body horror and sprout eyeballs all over the side of my face… Or just explode into a mass of tentacles… Hah. I can see his face already. I probably shouldn't go overboard though. I drift off to sleep to the thought of Captain Hammertime babbling and wailing as he runs off into the woods with soiled pants…

* * *

"-Professor Peach has asked all of you to collect samples from the tree's deep inside this forest, and I'm here to make sure that none of you die while doing so." I tune out the rest of Glinda's speech as I notice that Jaune has predictably broken off with team CRDL. Pyrrha gives me a knowing look and we head off into the forest to get this over and done with. And speaking of "over and done with" I should really get to dealing with Cardin sometime today.

After far longer than could be considered reasonable for this trip, on account of Nora downing at least three jars of the sap we're supposed to be collecting, a very worn-out Ren takes the brunt of Nora's sugar high as she attempts to come up with a team name that includes me.

"How about team PRJNS? (projections)" Nora pitches whilst bouncing on her feet.

"That sounds dumb. Also if we were going with plurals we could just use JNPRS." Ren replies, clearly tired already. I'm beginning to think this naming convention doesn't really work so well with 5 letters. I'm about to voice this opinion before Nora inhales yet another jar of the sugary substance before my very eyes. Is that her semblance or something? She has a portal to the sugar dimension in her mouth, and taking in sugar gives her super-energy.

"Ursa, ursa!" A voice shouts from behind me. I turn around and notice that Yang girl has one of the team CRDL guys by the collar.

"What, where?"

"Back there, it's got Cardin!" I gasp a little at this, and turn to Pyrhha.

"Jaune!" we both say in unison.

"Yang! You and Blake go get Professor Goodwitch!" Their leader orders.

"You two go with them! There could be more!" Pyrrha adds, then me, her, and the remaining two RWBY girls run off in the direction of the trouble, using the distant roars to guide us.

Less than a minute later we break into a clearing and take in the scene. Cardin is disarmed on the ground at one end of the clearing, and Jaune is engaged with the ursa on the other. He's holding his ground well, but he can't land a hit. It's hard to tell if he can handle it alone. I'm about to run in and help him, but I feel a hand on my shoulder.

"Wait…" Pyrrha says. Does she want to see if Jaune can handle it on his own?

I turn my attention back to the fight. He's landed a solid swing on the creatures jaw sending it reeling. The monster returns fire, and Jaune manages to dodge a few before taking a hit to the chest and being knocked back across the clearing. Jaune takes a quick look at his scroll before running back into the fight. Oh crap, I can see what's about to happen. He's going to get hit before he can land the swing.

I'm about to run in, but before I can do it Pyrrha raises her hand and a low-pitched hum fills my ears. Jaune's shield suddenly flies up to take the hit, and he swiftly decapitates the beast. I blink a few times trying to rationalise what just happened.

"How did you?..." Weiss asks.

"Well, Ruby has her speed, you have your glyphs… My semblance, is polarity"

"Ohh, you can control poles…"

"No you dunce, it means she has control over magnetism!" And suddenly Pyrrha's actions make sense. It's genius. She used her power to help Jaune, without it looking like she helped Jaune. And I had completely forgotten that he was going through his "macho phase". I silently kick myself for not realising. If I had run in, he might have been mad at me. It's still such a glaring weakness. For all my experience, I can't read people to save my life.

I notice Jaune helping Cardin off the ground and listen to what he says;

"Don't ever mess with my team, my friends, ever again… got it?" Mess with his team? When did he do that? But I can't help but notice the look on Cardin's face. There's real remorse there. I just stand in place, not quite knowing what to make of it as Jaune walks past me. A long moment passes in the clearing with just me and Cardin left standing there. Eventually he turns and notices me, so I speak up.

"I-I take it… I don't have to tell you n-not to mess with him anymore… right?" He just nods in response. I don't detect the usual fear in his eyes as he says this. Only regret. He just went up a little in my books. Emphasis on "a little".

I turn around and slowly return to the rest of the class. Pyrrha you bloody genius. I'd have never thought of that. She managed to save Jaune, stop the bullying, AND hide her interference all in one go. That's something I could never do. I simply don't have a good enough understanding of people. The best plan I could come up with was simple intimidation.

Looks like this school really can teach me something after all…

 **So first up, sorry guys. I know the uploads are getting further and further apart, but when I'm not feeling it I'm not feeling it. And this episode being more of an intermediate episode to deal with some canon shit, it was kind of hard to write around. I promise it's not because my attention is distracted by that other story I mentioned before. Like I said, I want to prioritize this story first and foremost.**

 **On the plus side I have some good shit coming up that I hope you guys will like. Stay tuned people! :3**


	12. Chapter 12

"I-I'll do it… I'll accept your tutoring…" Ozpin freezes across from me, teacup poised an inch from his face. I can tell he didn't expect me to just accept his standing offer out of the blue like this, but that's understandable. I'm exceptionally guarded with my thoughts at the best of times. What he doesn't know is how much thought I've put into it recently. I still have glaring weaknesses that can get me into trouble from time to time, and I'd like to iron them out if at all possible.

"That's wonderful news Miss Sylvia! If I may ask, did this decision have anything to do with recent events?..." Recent events?... Does he know about my forays into the city? I'm hesitant to open up to him about this, but I know that I'm here partially to overcome my weakness in dealing with people, and I'm not going to accomplish anything by hiding my thoughts.

"I-I feel like… I'm at a disadvantage against human opponents… I-I've never had any formal t-training before coming here… Plus I can't really read people, in or out of a fight… s-so I just felt like I have room for improvement… A-And sometimes when I'm pressured… I panic… I'd like to fix that…" Ozpin takes a long moment to consider my words before answering.

"Well it won't be easy, but I think I can help you with all of those problems. Would you like me to set aside time for weekly lessons?" I nod my head in response, wondering how he intends to resolve half of that, but I guess I won't know until he tries. As bad as I am at reading people, this guy is on another level.

"Very well, then for this meeting I'd like to take the opportunity to show you where our lesson will be taking place. If you would follow me." He stands, leaving the tea set on the table, and leads me back into the school building. I follow silently wondering why he can't just give me the classroom number. He heads towards the main elevator and we enter, but he doesn't press a floor button. Instead he takes out his scroll, presses a few buttons, and then scans it against the reader. He notices my look of confusion and elaborates.

"The room we're going to is on a staff only floor. I'll upload the necessary permissions to your scroll so that you can get back here on your own in the future. I suppose it goes without saying, but you mustn't bring anyone else down here. This area is off limits, with the exception of a few special cases, like yourself." I nod my head in agreement, and satisfied with my response, he turns away and patiently waits for the elevator to reach its destination. Now I know why he needed to escort me in person.

The door opens, and we step out into the corridor. It appears to have a similar design to the rest of the school, but painted in a darker, more utilitarian colour scheme. It doesn't have the same welcoming look of the main school building. When we reach the end of the corridor, Ozpin scans his scroll once more and enters through the sliding door. The room in question appears to be very similar in design to the school gymnasium, which is usually used for after school training, or any sparring that requires better facilities than what the classrooms can provide. This room however is painted in the same steel-grey colours as the outside hallway, and lacks the grandstands. I suppose this room isn't for spectated matches.

"This is where our lessons will take place. You are free to book this room for your own use in your own time, however your scroll will only give you access to this room. Still, it's best not to wander off on this floor." I nod yet again, still unsure what to say about all this. Ozpin still isn't finished apparently, and continues.

"Although please do be careful. The simulators in this room have their safeties removed, and have much higher settings than the ones in the school gymnasium. This is the same room that the teachers use to brush up on their own skills. I'd advise you not to take this room lightly." Another nod from me.

"Would you like to try it out?" He asks. I ponder this question for a moment before agreeing.

"S-Sure…" He walks over to the control panel by the door, while I throw my dress just outside the force field, and step into the arena, switching to blade form to start with. I don't even bother with armour form, since I'm fairly certain he isn't going to start out weak. He knows I'm capable of more than that. I hear a buzz as the force field comes online, and the hard-light projectors on the ceiling boot up. Before I know it, five sword-wielding humanoid figures materialise around me, with their indistinct, featureless, glowing forms coming together.

In perfect sync they all charge at me, and I respond in kind. It'd be best to take them out as quickly as possible. I accelerate rapidly, keeping my body low and the first figure can't respond in time. I skewer it through the stomach and it de-materialises before my eyes. Without missing a beat, I turn and descend upon the next figure. The element of surprise lost, this one has its guard up as I reach it, so I attack it's sword with a ferocious chain of horizontal slashes, breaking its guard before decapitating it.

The remaining three reach me now and I'm forced to dodge their combined attack. I duck and weave, trying to get one of them alone, and a few seconds later I succeed. Dodging to the left, I place one of the figures between me and the others, and cut through its torso. The simulated opponents momentarily thrown off guard as they try to get their pathfinding back on track, I take the opportunity to sweep their legs out from under them, and execute them both at once with a downward stab through the heart.

I take note of Ozpin nodding to himself as he watches, and await the next wave. Four of the same sword wielding opponents materialise, along with two opponents with rifles. I believe this is one of the highest levels on the simulator upstairs. I move quickly, juking around one of the sword wielders, and rush the gunner. His head goes flying in one hit. The rest of the fight takes a little longer, as I have to deal with four grouped up swordsmen with covering fire. After a brief battle of attrition, the other gunner is dead, and I can pick off the swordsmen at my leisure.

Then the simulator loads up another wave. It normally stops there, so it seems Ozpin wasn't kidding when he said this one goes higher. Two larger figures holding great-axes appear. Yep, he wasn't kidding at all. The upstairs simulator only allows one of these to spawn at a time. I don't have time to think, as an enormous blade descends upon me. It becomes apparent that I can do nothing but dodge, since the AI is much better on these two. I can't get them apart, and they keep covering one another.

But their AI is still predictable, and so that fact alone may be the reason I don't panic. I'm able to hold it together long enough to shift it up a gear. I switch into beast form, and wrap my tail around the nearest one's weapon, jumping on its head while it's weapon is bound and begin slashing at its face, but I'm forced to retreat as the other one's axe flies through the air where I was moments ago. Making full use of my increased mobility, I dart between its legs and tear away at its holographic flesh, while the other one struggles to get a clear shot. The fight is clearly over however, as the first one weakens to the point it can no longer defend itself. I skewer it through the chest with my tail, and get to work on the second one. It simply can't keep up without it's team mate, and it goes down quickly.

The simulator shuts down, and I hear the principals familiar applause from outside the arena.

"Well done! It seems like you have no trouble with the advanced set." Oh I can do better than that, and I'm sure Ozpin will have plenty of time to find out in the future. I suddenly get self-conscious as I realise I'm still transformed, so I retract my claws and tail, and walk back over to where my dress lies.

"I think that's enough for today. I'll send you the times for our lessons, and the proper permissions to let you into this room. You'll be able to book timeslots here the same way you do in the gymnasium." I can't help but feel like something of a VIP that I get special access to this equipment. We exchange goodbyes, and I leave the room, heading back for the elevator.

* * *

"Are you serious!? Private lessons with the headmaster!?" Nora practically shouts, sprawled lazily on my bed, almost spitting a mouthful of pretzel all over me. I've learnt over time to never eat sweet snacks with Nora, else they'll disappear in seconds.

"Yep… Plus I get to train in their special gymnasium too…" I can't help but let a hint of pride work its way into my voice as I say that.

"Oh my god, you're so lucky! Can I come too!?" I shake my head at that.

"H-He told me I can't bring other people… It's an off-limits area to everyone else.

"Aww, dammit… What kinda stuff do they have down there?"

"I-It's the same as the gymnasium, only the simulator has way h-higher settings…"

"Aww man, I'm so jealous!" She says that, but it wouldn't do anything for her. I've seen her fight the simulations before, and even with her team they can't beat the highest levels in the regular gym.

"O-Ozpin said he sometimes gives permission to third or fourth year teams who perform well… but there's no point in using it if you c-can't beat the highest level on the gym simulator…"

"Yeah… hey, what's with that? How strong even ARE you?! I've seen you beat it by yourself!" Dammit. This is one of those few awkward questions I don't really have a good lie for.

"I-I don't know… I've j-just trained really hard… I guess…" She doesn't look satisfied by my answer.

"But me and Ren have trained really hard too… Life is unfair." You're telling me… I'm just glad she isn't pushing me on this. My apparent strength to apparent age ratio is admittedly absurd. I may need to eventually tell her the truth, but for now I want to enjoy feeling somewhat normal for however long it lasts.

"Oh, Right! The second years field trip is coming up soon! Didn't you say you wanted to ask Ospin for permission to join that girls team on their trip?" Oh. Velvet. I almost forgot about that.

"W-Well, I didn't get the chance to ask him… We were a bit preoccupied with the whole private lessons thing…" Either way there's still plenty of time, so I'll just bring it up at our next meeting.

"What about the girl? Have you asked her team if they'll let you join yet?"

"N-Not yet…" Nora frowns at that.

"Are you still nervous to have her see how you fight?.." Damn, she got me.

"A-A little…" She sighs and sits up on the bed.

"Look Sylvie, I seriously doubt she's gonna think less of you. And if she does, then you don't need her. You're just a little different. And if she can't get over that, then that's pretty sad. especially as a faunus, she should know better. Just rip off the Band-Aid you know?" This is one of Nora's rare serious moments, her lilting voice is toned down just slightly. But she's right.

"Y-Yeah… I'm gonna try and do it soon…" I'm not sure she entirely buys it.

"Anyway, enough with that serious crap, are we gonna watch this movie or not?"

And with that we settle in for one of Nora's romcom's, and stay up way too late. I'm glad I've gotten close enough with her that we can hang out like this. It's been so long since I've had this experience. But at the same time it's hard to get used to having so much happen. Penny, Velvet, Private lessons, Vigilante justice. It's all happening at once and it can be pretty overwhelming at times. But at the moment I just want to sit back and chill.

 **Phew. It's been a while, yet again. Danganronpa V3 came out recently, and I just couldn't tear myself away from it long enough to do this.**

 **Anywho, we got a little more of bestie Nora in this episode. Plus Sylvia finally accepted the private tutoring! This was more of a setup chapter, so not much to talk about. A lot of great stuff coming up though!**


End file.
